United Heroes Adventures: Shattered Dimensions
by KingFrancisX
Summary: Four parallel worlds. One unparalleled adventure. After accidentally shattering the Tablet of Order and Chaos, Spider-Man must work together with three other Spider-Men to recover the pieces and save reality. Team RWBY, Team Sonic, and Shadow the Hedgehog are also along for the ride, assisting their spiders against super-enhanced villains using the Tablet's power.
1. Prologue: Into the Spider-Verse

_Prologue: Into the Spider-Verse_

**Empire State University**

**BGM-Marvel's Spider-Man PS4 OST-Webbed from the Shadows**

One night in the never-sleeping city of New Vale, frightening forces are once again at work in the world, ready to wreak havoc with existence itself. Someone, or something, prowls the halls of the Empire State University after dark. It's none other than the Master of Illusion himself…the menacing Mysterio.

The villainous illusionist walks on his ominous purple fog to make himself more imposing as he lurks through ESU's museum, looking for something. It's not ancient vases or dinosaur bones. No. It's something much more unique. A stone tablet. A relic that holds many mysteries. Mysteries that could potentially change the world.

"Ah, the Tablet of Order and Chaos…" Mysterio approaches the glass case protecting the tablet, unaware that a certain red and blue costumed hero is watching him from above as the villains continues talking to himself while carefully opening the case, "Selling you on the black market is gonna make me a mint!"

**BGM End**

**BGM-Marvel's Spider-Man PS4 OST-Chasing Down the Devil**

"Good. You could use a mint. Ugh, I can smell your breath from here."

That sudden quip accidently caused Mysterio to break the case as he turns around to face his annoying arch-nemesis hanging upside down from his trademark webbing, the Amazing Spider-Man. "Huh? Spider-Man?!" He shouted in shock.

"Wait, how WOULD you eat a mint through that fishbowl?" Spidey jokingly asked.

Wasting no time with his quips, Mysterio silently uses his trademark ability, summoning an illusion of a frightening snake with his special effects to mimic the effects of real magic. Unremarkably, Spider-Man is unfazed of his illusions at all considering they've fought numerous times over the years to the point he's got Beck all figured out, "Nice! Don't get me wrong, your illusions are nifty and all, but if you ask me, they could use a little more…kick!" The amazing web-slinger kicks through the illusion and hits Mysterio, knocking him and the Tablet to the floor. The villain tries to go for it, but Spidey ain't letting him have it by yanking it away with a webline, "Nuh uh uh! Souvenirs are available in the gift shop."

"Stop it! Cease your incessant prattling!" Mysterio annoyingly retorts, firing a sort of mini-rocket at Peter.

"But the incessant is the best kind of prattling." Spidey quips while dodging all of the illusionist's attacks and leaving his webs behind for a follow-up attack.

Then, something starts to happen during their fight. The Tablet of Order and Chaos in Mysterio's hands begins to glow a mystical green, slowly empowering the curious villain with a mysterious power he's never felt before, "What? What's this?"

"Hey bubble-head…" Spider-Man interrupts his curious feeling from his makeshift slingshot, "Think fast!" The hero flung himself at an incredible speed too fast for Mysterio to do anything but block his punch with the Tablet. But because of Spider-Man's amazing strength, the Tablet was shattered, unleashing a mysterious mystical energy outside the museum and throughout the city for certain people to notice right away.

**BGM End**

* * *

**Meanwhile in Midtown Manhattan…**

**BGM-RWBY OST-This Will Be the Day**

"Last one to Beacon is a rotten Eggman!" The competitive fun-loving, young Huntress Avenger, Ruby Rose, shouted at her teammates in Team RWBY as they race above the streets of Midtown on their lightning-fast Extreme Gears. Ruby twirls a few times while in the lead, followed by Weiss Schnee with a few stylish tricks of her own, as well as Blake Belladonna riding along the side of a building, all while Yang Xiao Long is hot on their toes driving her hoverbike-style Extreme Gear called the Bumblebee II.

Yang smirks confidently, "You're on, Ruby!" before revving up her ride for a quick boost towards the lead.

"I keep forgetting how beautiful the city looks at night, when it's not constantly attacked by supervillains." Blake smiles, admiring the gorgeous night lights during this peaceful time.

"Wish it could stay that way, but unfortunately, we live in a city that never sleeps. It's only a matter of time until some other costumed nutjob tries to ruin our mood." Weiss remarked.

"Hey guys, check me out!" Ruby grinds her Gear on a nearby rail before jumping up to the air for some marvelous tricks only she could perform using her Semblance.

**BGM End**

While Ruby was performing stylish tricks in the air, the mysterious energy that emanated from ESU hits the young huntress like a powerful shockwave, almost knocking her and her teammates off their Extreme Gears. "Huh? What in the world was that?" Ruby wonders confusingly while hovering in the air.

"Weiss' jinx." Yang joked.

"Hey!" Weiss angrily retorted.

Ruby puts on her hi-tech headset called the Rose Scope, given to her by Spider-Man as a gift. She uses the holographic monocle over her left eye to scan for the origins of that mysterious energy, quickly learning it came from ESU, "Whatever that was, my Rose Scope is saying it came from Empire State University." Ruby informs her friends.

"ESU? What could've happened over there to cause that shockwave?" Blake pondered.

"Only way to find out!" Ruby steps on her Extreme Gear to give it a quick boost, flying towards ESU alongside her teammates to investigate that mysterious energy.

* * *

**Somewhere else in Midtown…**

**BGM-Sonic Heroes OST-We Can**

At the same time, an adventurous blue blur is hopping off rooftops before running down buildings and into the streets in Time Square at high speed. That blur happens to belong to the fastest thing alive, Sonic the Hedgehog, soon joined by his flying buddy, Tails, and his powerful gliding friend, Knuckles the Echidna.

"Ha! What was Electro and Tinkerer thinking luring us to a trap! Their ro-BUT army didn't stand a chance! Not against the three of us!" Sonic smiles, running alongside his best friends.

"Think we should call it a night? Doesn't look like we'll be running into anything else exciting." Knuckles asked, wanting to end tonight's recent adventure.

While flying through the air, Tails does spot something on a nearby rooftop that seems more interesting than exciting, "Look up on that rooftop!" He points his friends to a familiar red and black hedgehog brooding on the rooftop, "It's Shadow!"

Team Sonic quickly jumps onto the rooftop greeting Shadow the Hedgehog at this late hour, "Hey Shadow. Long time no see. Whatcha doing in the city? Don't you have secret agent stuff to be working on?" Sonic asks his arch-rival.

"Not tonight. Thought I spend the night patrolling the city." Shadow replied.

"Taking up Spidey's shift?" Sonic joked.

"He's not the only hero who can protect the city." Shadow responded.

"True, but everything looks peaceful tonight. How 'bout we go home and get some sleep?" Sonic recommended.

"I suppose you're right." Shadow agreed as the city does seem pretty peaceful as of late.

**BGM End**

That peace is suddenly interrupted when both Shadow and Knuckles sensed something odd in the air, which got Sonic and Tails' worried attention. "What's up?" Sonic asks his friends, wondering why they got tensed up all of a sudden.

"Not sure. I'm sensing some 'strange' energy'." Knuckles glances around for the source of the mysterious energy.

Out of nowhere, that same mystic shockwave from the museum slightly pushed them back as several tablet fragments were seen scattered across the sky, some seemingly piercing through the dimensional fabric. "Were those flying rocks? Where did they come from? What the heck happened?" Sonic asked, lost about this mysterious situation.

Tails brings out his Miles Electric to scan the energy reading for some answers, "Whoa. Never got a reading like this before. I'm detecting a new type of 'mystical energy' that was released from Empire State University." He informed his friends.

"At ESU? That's Spidey's school. What happened over there?" Sonic wondered, curiously.

"I got a bad feeling about this. Whatever that energy was, it's nothing I ever felt before. We should go investigate right away." Shadow recommends the four of them should investigate ESU for answers about that mysterious energy.

Sonic chuckles with that adventurous grin on his face, "Hehe. Finally something interesting. Let's go check it out." He said, leading his mobian friends at sonic-speed towards ESU.

* * *

**Back at Empire State University**

"Whoa! What the heck was that?!" Spider-Man asks himself, shaking off the pain in his head after accidentally shattering the Tablet of Order of Chaos. He looks at Mysterio, holding a piece of the Tablet before disappearing in his smoke while laughing manically, "Oookay…"

Spider-Man then hears a new voice in the building saying, "The energy originated in here!" quickly noticing the voice belonged to Tails while leading the rest of Team Sonic and Shadow into the museum where they surprisingly reunite with the web-slinger, "Spider-Man!" Tails remarks.

"Hiya, Webs. Had a feeling you'd be here." Sonic smiled.

"Sonic?" Spidey said, wasn't expecting to reunite with his speedy hedgehog friend tonight.

"Whoa! You guys are here too?!" Ruby's voice suddenly entered the conversation, as Team RWBY also arrived to the scene greeting their old friends.

"Ruby?" Peter remarks, a little surprise to see his huntress friends here as well.

Ruby happily waves, "Hi Spidey! Guess we all saw that strange energy!"

"You guys too?" Knuckles asked.

"What happened here, Spider-Man? What was the cause of that weird energy that spread throughout the city?" Shadow asked the webhead for some answers about tonight's events.

Spidey explains himself, "I got word that Mysterio found some old rock, or tablet, that was dug up in a construction site and was put up here in display at ESU. Not sure what it was, but I wasn't gonna let him have it. So I did my usual thing: Fought him, made fun of him. But during our little scuffle, I might've _accidentally _broke the rock and he left with a piece of it while laughing maniacally."

Weiss sighs, silently facepalming while shaking her head in disappointment of Spidey's actions, "What did you do THIS time?"

"I dunno. I was hoping you would have an answer. Can somebody tell me what's going on here?!" Spidey asked.

"Spider-Man!"

"Gahhhh!"

The jumpscared heroes wondered where that mysterious female voice came from, glancing around their surroundings for a bit until they decided to look behind Spider-Man to be greeted by the projection of an elderly woman wearing a blindfold, sitting on her seat with a web that shows images of different Spider-Men and Spider-Women from different worlds, "You are needed! All of you!" The elderly woman said to the united heroes.

Ruby blinks a few times as she seems to recognize the old lady from somewhere, "Hey, isn't that…?"

"Madame Web?" Spidey recognized, "As if this night wasn't strange enough already!"

"If YOU'RE here, this can't be good." Sonic said with a serious expression, knowing Madame Web usually shows up during extreme dire situations that requires Spider-Man's assistance.

Madame Web agrees, "All is not good, Sonic. The Tablet of Order and Chaos is the MOST powerful of ALL the mystic artifacts in the world…and Spider-Man's reckless actions shattered it."

All the heroes silently give the meanest glare to Spider-Man for accidently putting the world in danger, something he makes a joke about, "Yeaaaah…sorry about that. Guess they don't make tablets like they used to, huh?" He shamelessly shrugged.

Madame Web explains their dire situation to the heroes, "The pieces are now fragmented across other dimensions, dimensions that are strange reflections of our own…" She shows them the 1930s world of Spider-Man Noir, "A past unlike ours…" Then shows them the younger world of Ultimate Spider-Man, "A present day out of synch…" Lastly, she shows them the futuristic world of Spider-Man 2099, "And a distant future which may or may not come to pass."

"Is that a…cartoon pig?" Knuckles points to the spectacular Spider-Ham image on her web.

"Look who's talking." Yang quips to the cartoonish echidna.

"FOCUS!" Madame Web shuts them up as she continues her informative debriefing, "I require your help – yours AND the help of these other Spider-Men. The heroes into whose realities the tablet fragments fell."

"You want us to team up with the other me's in the other dimensions?" Spider-Man asked.

Madame Web answered, "Yes, I have explained our dire situation to them. They will be your allies in this quest, as I will send your friends into those other realities to assist them. Weiss Schnee and Tails will be sent into the year of 2099…" She assigns the surprised Weiss and Tails to assist Spidey 2099, "Blake Belladonna and Shadow the Hedgehog will travel to Earth-90214…" She then assigns stoic Blake and Shadow to help out Spidey Noir, "And Yang Xiao Long and Knuckles the Echidna will venture off into Earth-1610…" She then assigns the excited powerhouses Yang and Knuckles to work with the Ultimate Spider-Man, "Meanwhile, Ruby Rose and Sonic the Hedgehog will stay here in this unified world assisting the Spider-Man you're most familiar with." Lastly, she has the smiling Ruby and Sonic stay in this world with the Amazing Spider-Man.

"And the most charming, right?" Spider-Man joked.

"Why do you keep saying that?" Weiss remarks, noticing Peter likes repeating that whenever his counterparts are mentioned.

"You must gather all the pieces of the Tablet before they fall into the wrong hands, or our reality, as well as theirs, will be UTTERLY destroyed." Madame Web effectively warns them the entire multiverse could be at risk if they do not recover the Tablet fragments in time.

The heroes take a moment to process the conditions and consequences of this brand-new adventure they suddenly found themselves in with Peter only have this to quip, "Yeah. Right. No pressure or anything." He says, swinging away with Ruby and Sonic while Madame Web transports the others to their assigned universes to team up with their Spider-Man in one unparalleled adventure none of them will forget.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: Here's the story a lot of you were excited for! It's time to begin **_**Shattered Dimensions**_**. Four parallel worlds. One unparalleled adventure. You got the Amazing Spider-Man front and center for this event. Returning spiders from previous stories are Spider-Man Noir and Spider-Man 2099, as well as new spider to the series, Ultimate Spider-Man (Peter Parker). Team Sonic, Team RWBY, and Shadow the Hedgehog are also guest starring in this event, as EVERYONE receives brand-new, enhanced powers. Nothing too extreme. Just simple upgrades to their arsenal to spice up the story.**

**Note: This story takes place 1 month after the events of **_**Avengers Academy**_**.**

**Issue 1 begins with: New adventure, new dimensions, new powers.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	2. Issue 1: Enter the Web-Heads

_Issue 1: The Spider-Men and their Dimensional Friends_

**Manhattan in the Amazing Universe**

**BGM-Spider-Man 2 Game OST-Ballad in City**

"YAHOO!" Amazing Spider-Man runs up a tall building during a beautiful morning in his world of Manhattan. Sonic is scaling up the building alongside him with a boost, while Ruby joins them with her Semblance. The assembled Team Amazing lands simultaneously on a ledge as the whole team is ready for one epic adventure, "Let's get started! These neighborhoods aren't gonna friendly themselves." Spidey said.

'_If you follow my instructions, I will assist you in finding a fragment now.' _Madame Web speaks into their minds with her psychic powers.

"Who are we to refuse a lovely lady? Lead on, M.W.!" Sonic replied.

'_All right. You will need to reach that ledge to begin your quest!' _Web gives them easy instructions to follow as if this is a tutorial to a video game.

"Wait, this quest involves _jumping_?" Ruby quips as they jump over the ledge easily and meets.

Web then instructs them to, _'And now, scale the wall. In yours and Sonic's case, with your signature speed. And in Spider-Man's case, his unique adhesive abilities.' _

"Uh, I believe the technical term is 'stick- 'em powers'." Spidey joked.

"What's with the tutorial, MW? We already know how to use our powers." Sonic asks as they follow her instructions scaling up to the rooftop above.

'_Yes, in order to train you in the new powers I'm about to gift upon you.' _MW answers, surprising the heroes with her words.

"New powers?! Ah yeah! Christmas has come early! Whatcha got for me, Madame Web?" Peter asked, stoked for his new power.

'_It is not necessary a 'new' power in your case, but a reawakened one. For all the Spider-Men, I am augmenting your Spider-Sense. Now, instead of just detecting danger, yo have the added abilities of seeing through objects, locating enemies and Tablet fragments, as well as discerning structural weaknesses in your environment.' _Madame Web augmented and enhances Spider-Man's Spider-Sense, much to his amazement.

"Cooooool!" Spider-Man remarked.

"I thought your Spider-Sense could always do that." Ruby recalls that Peter's Spider-Sense was upgraded before when he first bonded with The Other.

"That was before our adventure to the Lost Hex when Anti-Venom latched his 'power-draining tentacles' on me and took away most of my 'special spider powers'. It really messed me up." Spider-Man explains to his friends how Anti-Venom basically resetted him to basics, only retaining his Stingers and other passive abilities.

"Oh yeah. That sucked. But hey, your Spider-Sense has always been your most powerful weapon, and now it's even MORE powerful." Sonic grinned.

"What do I get?! What do I get?!" An extremely excited Ruby acts like she's about to receive a new weapon, which she kinda is.

Madame Web replies, _'For you, Ruby, and the rest of Team RWBY, I am refining and enhancing your Auras. Now you are each stronger, faster, with enhanced reflexes and the energy to use your Semblances more often than before in this perilous adventure. In your special case, I am also enhancing the power of your Silver Eyes. Instead of just Grimm, any evil being that possess supernatural abilities, like those who might possess a fragment, will take damage from you.'_

"AMAZING! I'm totally unstoppable now!" Ruby jumped from sheer joy for having upgraded powers.

"What about me, Madame Web? How can you enhance my powers?" Sonic asked, not wanting to be left out of the upgrades.

'_In many ways. For you, Sonic, I am augmenting and enhancing your signature speed as well. Your Homing Attack can be charged for a stronger attack. When you supercharge your molecules, heat will be added to your kicks and Spin Dashes for additional power. And when you destabilize your molecules, you can even phase through solid objects for a brief moment.' _Madame Web increases Sonic's speed with new abilities, much to his great shock and eagerness to experiment.

"I'm even FASTER now?! No way!" Sonic couldn't believe it until he tried it out himself. By accelerating the molecules on his legs, he spins and strikes the air with fiery kicks and then zooms around the rooftop with a more powerful Spin Dash caught in flames, "Too cool, or I guess 'too hot'! It's like I'm using my old Flame Ring, but it's part of my natural moveset!" Sonic smiled.

"Try phasing through that debris over there. I wanna check you out." Spidey points to a wall and some debris nearby for Sonic to test out his new "Speed Phasing" power.

Sonic cockily swipes his nose before revving up his Super Peel Out, destabilizing his molecules in the process before running towards the debris and, to everyone's astonished shock, runs through it like it's not there, multiple times to show off.

"Whoooooa!" Both Peter and Ruby are marveled by Sonic's new ability to phase through walls.

"It's like he's the Vision!" Ruby comments.

"I gotta admit. I'm already digging these new powers. How are you able to enhance us like that anyways?" Sonic asked the psychic spider-lady.

'_Through the Web of Life and Destiny. Originally, only other spiders could be enhanced with the Great Web, but thanks to the strong bonds you and the rest of your friends have forged with Spider-Man, you too can be bestowed amazing enhancements to your own unique abilities.' _Madame Web explains, having used the Web of Life to enhance Spider-Man and his amazing friends.

"It's a good thing you guys are friends with me, huh." Spidey quipped.

"Heck yeah!" Sonic smiled joyfully.

'_That's enough training for you three. Time is of the essence. Spider-Man, with your new Spider-Sense, you should be able to locate the fragment hidden behind that wall. Use your webbing to pull it down.' _Webb instructed the amazing web-slinger.

With his new Spider-Sense, Peter sees through the wall that hides a Tablet fragment, "I see it!" He attaches several weblines onto the wall and gets ready to pull it down, "And that's called, 'breaking and entering'!" With his amazing strength, he pulls down the wall to reveal the fragment trapped inside. Team Amazing approaches the floating rock for Spider-Man to grab, "Hey, look what we found." He joked.

Madame Web congratulates Team Amazing for securing the first fragment, _'Excellent work. A job well begun is half done! Now to another Spider-Man! And bestow a different gift upon him and his new allies.'_

**BGM End**

* * *

**Manhattan…In the Ultimate Universe**

**BGM-Ultimate Spider-Man Game OST-Spidey Training**

In an alternate dimension, very much like the Amazing Universe but…younger, a 15-year-old Peter Parker is clinged to the wall inside a water dam-like facility. His costume is just like his older counterpart with the classic red and blue, but unlike his other counterparts, he is much weaker and less experienced. To compensate for that, Madame Web took a familiar black symbiote, and without his consent or knowledge, Peter bonds with it, much to his instant dismay.

"The Black Suit? What am I doing in the BLACK SUIT!? I-I hate this thing!" Ultimate Spider-Man reacted negatively to being re-bonded with his father's dangerous creation.

'_Stay calm, young Peter. This suit has extra abilities you will need in your quest.' _Madame Web informs him why he is required to wear the Black Suit again.

"Like what, tryin' to take over my body!?" Spidey retorted, not convinced yet.

'_I said STAY CALM! My psychic powers will keep it from overwhelming you.' _Webb assures him everything will be alright with the Black Suit this time.

"Yeah? Well, I hope you kept the receipt." Ultimate Spidey quips, web zipping to a nearby platform.

'_Before you begin, let me introduce you to your new allies from your counterpart's universe.'_ Madame Web informs him.

"What're they like?" Peter asked.

'_See for yourself.' _Madame Web instantly transports Yang and Knuckles from a portal created using the Web of Life into this Spidey's world.

"Never been transported through realities like that before. This is Earth-1610, right?" Knuckles asked his blond-haired partner.

"Yup. And we just found this world's Spidey, but he's a lot…younger than I imagined. Still pretty cute, even though he's wearing an evil alien parasite." Yang jokes, spotting this world's Spidey wearing a familiar symbiote she knows full well how dangerous it is.

"Evil? Yes! Alien? Not exactly. Let's just say I'm wearing last year's failed science experiment." Peter quipped.

"And with the jokes. You're definitely a Peter Parker alright." Yang smiled.

"So a beautiful, blond girl with a cybernetic arm and a cartoon…whatever you are, are my new teammates." Spidey greeted his new friends while simultaneously insulting Knuckles.

Knuckles scowls, "I'm an echidna. Knuckles the Echidna to you, kid!"

"Don't mind the knucklehead. My name is Yang Xiao Long, I'm your older counterpart's girlfriend." Yang shakes hands with the younger version of her current boyfriend.

"Girlfriend?! Oh, wow, uh…older me found himself quite a catch." Ultimate Peter nervously complimented, surprised that in another world he's dating someone that matches the beauty of his Mary Jane and Kitty Pryde.

Yang smiles, "Thanks, Pete. How old are you, exactly?"

"15."

"Really?"

"I'll be 16 in a few weeks."

Knuckles responds, "So you've been Spider-Man for about a year. That might explain why you're wearing the Black Suit. You're not as experienced as our Spidey, and if we learned anything from our dimensional adventures, you need all the power you can get to survive."

"Wish the old lady gave me hi-tech armor similar to Iron Man's, like an, 'Iron Spider' or something." Peter complained.

"Our Spidey has one of those." Yang casually said.

"Of course he does…" Peter mumbled, growing jealous of his older self.

Then, Madame Web decides to join in on the conversation with a new topic to discuss, _'Now that you've all been acquainted, it's time I bestow additional abilities to Yang and Knuckles required to survive the trials ahead.'_

"You're not gonna give us our own symbiote, are you?" Yang quipped.

'_Tempting, but no. I will instead 'quadruple' your natural strength, augmenting your attacks with 'volcanic power' that most enemies will find difficult to block or interrupt, even with their shields.' _Madame Web enhances the brawlers' strength to make them stronger and deadlier.

"Ah yeah, baby! More power! Simple and sweet! That's how I like it!" Knuckles smiled, already feeling his already incredible power growing.

"Why couldn't she do that for me?!" Peter complained, as he would've preferred simple enhancements himself instead of the Black Suit.

'_In addition for Yang, I have upgraded your Ember Celica and cybernetic arm with the ability to make large leaps, or to be used to hover and glide over the area.' _Madame Web added an additional ability to Yang's arsenal.

Yang notices her upgrades have already arrived and starts to hover in midair with the levitating function from her enhanced gauntlets, "This is SPECTACULAR!" Yang shouts as she excitedly glides above the platform.

"Heh, funny." Peter quipped.

"Why not give us more powers, Madame Web?" Yang asked the psychic.

'_Do not be greedy! Now, let's retrieve the next fragment! Spit spot!' _Madame Web said a phrase which confuses the newly-assembled Team Ultimate.

Peter quips, "Did you just say spit-sp-?"

'_Let us test your control over the Black Suit. First: with your ability to Web Zip, you can travel quickly from perch point to perch point. Try it now.' _Webb instructs him. While Yang uses her new gliding function over to the next platform with Knuckles, Spidey does what he's told and web zips on a line of perch points, _'Occasionally, in order to reach distant perch points, you will have to jump towards them and web-zip in midair.'_

"Uh-huh. Talk about a leap of faith!" Peter quipped.

'_And you can run across narrow walkways like the one you're on without fear of falling, due to your natural agility and powers of adhesion.' _Webb said as Peter makes it to the next platform.

"They're called 'Stick- 'Em Powers'. Did one of the other me's make that joke already?" Peter asked.

'_Yes. And it was no funnier then.' _

"Betcha it was my Peter." Yang smiled with her arms folded.

"Yeesh!" Ultimate Peter groaned.

'_The fragment is at the end of the corridor. Can you swing across to it?' _Webb asked the young spider.

"Can I? Lady, it's my trademark." Peter spins out a webline to swing through the corridor.

"Hold up! We'll use our glide ability to catch up! Let's go, Yang!" Knuckles starts gliding alongside Peter.

"Right behind ya!" Yang uses her enhanced gauntlets to glide, quickly catching up with the boys through the corridor, "Spidey! How's that Black Suit feeling so far, 'cause I don't want our team up to have you turn into a brain-eating monster with a dental problem?" She asks him, a little worried for the young Peter bonded with an evil suit.

"I gotta admit, the suit does seem fairly under control. And I feel stronger…faster! Maybe this'll work out after all…fingers crossed!" Peter replies, assuring her he's got things under control with himself and his suit.

"I'm sensing the fragment is close! Over there!" Knuckles points to the mystic fragment at a ledge that Peter was allowed to grab for the team.

"They're all gonna be this easy to find, right?" Peter asked the telepathic lady.

'_No.'_

"Son of a…"

'_But now, I must turn my consciousness to the future! And to…'_

**BGM End**

* * *

**Nueva Vale…2099 A.D.**

**BGM-Spider-Man Unlimited Game OST-Gameplay 2099**

In a time set about a century into the Amazing Universe is the third Spider-Man. The Spider-Man of tomorrow. Spider-Man 2099. Returning in his classic, hi-tech blue and red costume as he jumps off a perch point and skydives onto one of the extremely tall skyscrapers in this futuristic city.

'…_Miguel O'Hara, Spider-Man of the year 2099.' _Madame Web greets the futuristic spider.

"That's me. Ready to save the universe and lookin' good while doing it." Miguel jokingly said.

'_You won't be saving the universe alone, you know. Look to your side and be reunited with friends from the past.' _Webb transports Weiss and Tails into 2099 as the two are immediately amazed they are actually in the future.

"This is 2099?! It's WAY more advanced than I ever thought!" Tails remarks, amazingly flabbergasted to see flying cars, Alchemax billboards, and colossal buildings that seem to touch space itself.

"Not shocked Nueva Vale amazes you!" Miguel announces his presence to his old allies, much to Weiss' happiness.

"Miguel!" She smiled greatly with sincerity, rushing to hug her good, ol' future friend.

"Hey kid. Missed ya. It's been a while." Miguel embraces the young Schnee.

"Hi Miguel! How's the future treating ya? And why are you back to your old costume?" Tails asks, noticing Miguel returned to his more 'inferior' costume.

"There hasn't been anything too hectic that required me to wear it. Until now that is. Wish I brought it with me to help fix this shockin' mess Parker put us in." Miguel answered.

"It was by accident to be fair. That's why we're here to help you out." Weiss smiled.

"Thanks. So Madame Web. Is it true you're giving the other spiders new powers? What're giving us?" Miguel asks the spider-psychic.

'_For you, Miguel, I'm simply adding to your arsenal your very own Spider-Sense that comes with the additional features I granted the other Spider-Men.' _Webb grants Miguel his own Spider-Sense that functions like his counterparts.

"Nice. Always wanted my own Spider-Sense. Can't wait to use it." Miguel remarks, happy for the Spider-Sense.

'_For Tails, when you spin your namesakes fast enough, you can unleash a barrage of miniature tornadoes to use how you see fit in your adventure.' _Webb enhances Tails to effectively fire mini-tornadoes with his twin-tails.

"Cool! Thanks, Madame Web!" Tails smiles, kindly grateful for the upgrade.

'_And for Ms. Schnee, not only your Aura has been enhanced similar to your teammates, I've also added a "low gravity" ability that'll help you better survive the harsh, high conditions in 2099, decreasing gravity while you are in the air.' _Webb grants the ice heiress a new passive ability to her Aura.

"Thanks. Would _really _suck if I fell off from here…" Weiss nervously looks down to a seemingly bottomless pit covered with fog that covers the very, very below streets that makes her gulp in fear if she ever accidently trips off the building.

'_In addition, your Glyphs have also been augmented with two new abilities. First is: Trans-Summon.' _Webb added.

"Trans-Summon?" Weiss questioned.

'_Now instead of just Grimm or Mindless Ones, you now have the ability to summon avatars of supervillains you have defeated in the past for a short period of time.' _Webb describes her new ability called Trans-Summon.

Weiss was a little in awe when learning of this new power, "Incredible…What's the second ability?"

'_You may like this one. It is called Time Break, an upgraded form of your Time Dilation glyph. Instead of speeding up your actions, you can now slow down time itself for you and your allies for a brief moment.' _Madame Web basically says Weiss can now control time.

"Doesn't sound too different from how my Accelerated Vision works. To me, it looks like everything around me is slower." Miguel compares her new Time Break to his Accelerated Vision.

"I can slow down TIME?! How are you able to do that?! How am _I _able to do that?!" An utterly dumbfounded Weiss couldn't believe her eyes that she now possesses the ability to slow down time itself.

Webb replies, _'The potential has always been in you, child. I am simply unlocking several portions of that ripe potential. Now let us begin your quest. The next fragment is close. Just ahead, in fact!' _She has the newly-formed Team 2099 look ahead inside a room of the building where the fragment simply awaits them.

"We're on it. Gotta watch out, though. This area's property of the Alchemax corporation, and that means the Public Eye'll be everywhere." Miguel warns everyone to be careful of potential enemies.

'_And what, pray tell, is a Public Eye?' _Madame Web asked.

"Not a what, a who. The police force owned by Alchemax. And I'm not sure which is more corrupt!" Miguel answered.

Team 2099 hurries to collect the fragment before anyone could potentially interrupt. Then Miguel's new Spider-Sense kicks in to warn him of the incoming danger, "What's that weird tingling in my head? Is that my Spider-Sense?" He asked.

"If your Spider-Sense is tingling, it means we're in trouble. Over there!" Weiss takes out her rapier when spotting a police hovercraft is about to land on the road near them.

"Speak of the devil. Here comes the Public Eye now!" Miguel recognized the corrupt police force in hi-tech armor that's here to arrest Spider-Man and any of his vigilante friends like Weiss and Tails with him.

'_Many enemies will try to stop you from collecting fragments. You must defeat them in combat!' _Madame Web advises them.

"Tell me about it! I tried to defeat them in cards once. Didn't go so good." Miguel jokes before the heroes confront the Public Eye.

'_These ones look easy. Try your new abilities on them.' _Madame Web recommends they use their new powers to defeat the officers.

"Let's see how this Tornado Attack works! HAAA!" Tails performs a high-powered swing in-place, lashing out several mini tornados with his twin tails defeating some of his foes.

'_Here comes more! Perhaps something stronger?' _Webb commentates.

"Keep the battle tips coming, lady. It's like having Sun Tzu as a life coach." Miguel quips, using his new Spider-Sense to enhance his reflexes and dodge so many gunfire with such proficiency he couldn't achieve before.

"Let's summon something simple." Weiss conjures up her new Trans-Summon glyph, concentrating and thinking what defeated supervillain she could summon. When she thinks of one, she commands her glyph to summon an icy-blue version of the gaseous U-Foe she once defeated, Vapor. "Awesome! Okay, Vapor, knock 'em out with some knockout gas!" The heiress commands her new summon to transform herself into knockout gas for the Public Eye to accidently inhale, causing a few of them to instantly fall unconscious, "I can get USED to this!" Weiss smiles, already loving her new powers.

Instantly dashing so fast he's near lightspeed thanks to his new Spider-Sense, Spidey 2099 uppercuts his enemies into the air to deliver a quick aerial rush combo before knocking them back down, _'Impressive, Miguel. Your speed is most definitely superior to the other Spider-Men.' _Webb said, impressed with his speed.

"Having 50% spider dna would do that to someone. Somehow. Now watch this." Miguel grabs an officer to beat on, striking him relentlessly before swinging him around on a web and got too caught up in his excitement that he accidently throws him off the building, "Oh no! I didn't mean to-," But then notices the man suddenly disappeared, "Make him disappear?"

'_You didn't! I have saved him from peril and transported him to safety thanks to a dimension rift caused by the Tablet. But please, try not to be so cavalier next time.' _Webb warns him.

"Good to know you got my back! Guess I'll just worry about my front." Spidey remarks before rejoining his allies in one last wave against the PEP officers.

'_Beware, heroes – here come the last wave! Take them out howsoever you choose…and make it good!' _Madame Web advises them.

"You are one bloodthirst old chick. I like it!" Miguel quips.

"Let's give Madame Web a good show." Tails smiled.

"Oh yeah! Time Break!" Weiss agrees, using her new glyph to slow down the flow of time, thus slowing down everything around them and giving them more time to react and attack their slowed down enemies. "Everything does seem slower. The other girls are gonna be jealous to hear about my new move!" Weiss quips, striking the slowed down officers with her blade, while Miguel knocks them out with lightning-quick claw strikes, and Tails finishes off the remaining foes with a Spin Dash before time resumes to normal speed.

With their enemies vanquished and defeated, Team 2099 is free to collect the third fragment floating inside the next room, "Ahh…that was a good warm-up. So when do we get a real challenge?" Miguel asks while holding the fragment in his hand.

Madame Web somberly replies, _'I fear it will be sooner than you think! And finally, I turn my attention from the future to a world set in the past…'_

**BGM End**

* * *

**Manhattan…In the Noir Universe**

**BGM-Spider-Man: Shattered Dimensions OST-Ganglands**

In a universe set somewhere between the 1920s and 1930s, criminal gangs exist in every corner of this quiet city. Thankfully, the New York of this world is constantly protected by its shadowy hero of legend. The man with eyes without a face. The Spider-Man. This noir Spider-Man found himself hanging upside on his web inside a train station that has been taken over by criminal scum, which means it's his job to clean them out.

"Say your prayers, punks – here comes the Spider-Man." Spidey Noir quietly says to himself, then glances the area, "Whadda we got here?"

'_Looks like criminal forces in this world have already found one of the fragments! They've taken over the station.' _Madame Web informs him.

"And this used to be such a nice place." Spidey quips before jumping onto a shadowy ledge above an unexpecting goon.

'_Use the shadows to your advantage. See if you can subdue these opponents silently – with stealth attacks.' _Webb advises him.

"You read my mind, sister." Peter said.

'_Yes. That's what I do.' _She sarcastically jokes.

Without the punk knowing at all until it was too late, the Spider-Man silently webs up his mouth then body, yanking him upwards to get repeatedly punch by him to shut up his mumbling before tying him onto the perch point, "Those typewriters they're slinging are no joke. Won't last long if they open up on me." Spidey knows the guns these goons are packing would do serious damage if he gets spotted.

'_Agreed. If an enemy spots you, it is imperative to defeat him quickly or retreat, either into the shadows or high above. I have gifted you with new web-swinging power – they will be useful in this respect.' _Madame Web also enhances Spidey Noir's organic webbing so that it came out in the constant stream of his more modern counterparts.

"Oh, I like this! Thanks for the enhanced powers, lady. The webs normally just kinda splatter everywhere." Peter thanks her.

'_Use your Spider-Sense to locate the fragment!' _Webb instructs him to activate, which he does accordingly and locates the fragment behind a metal gate, _'There! Through that gate! I will send Blake Belladonna and Shadow the Hedgehog now to accompany you.' _She says.

"Whaddya waitin' for?" Peter quips.

Quietly in the shadows, Madame Web opens a portal that brings Blake and Shadow into the Noir universe to glance around for a bit, "Whoa. Is this the-?" Blake speaks in her normal voice before Spidey Noir quickly shows up before her and gestures her to quiet down.

"Quiet down, kid. We're in enemy territory." Peter whispered to his new allies.

Blake quietly apologizes, "Sorry. You're the Spider-Man of Earth-90214. Didn't we meet before? Back when the Green Goblin almost destroyed reality a few years ago?" She vaguely remembers teaming up with Spider-Man Noir during the Goblin Nation crisis that happened on Remnant.

"I don't remember. Mostly because I want to forget reality-ending catastrophes." Peter replies, barely remembering those events as well.

"Where's the fragment?" Shadow asks the shadow spider.

Spidey points to the fragment guarded behind a gate, "Over there where those punks are. Stick to the shadows while we take them out. Hope the old crone gave you two some new powers. Might prove useful."

"I'm not so sure I got mine." Blake replied, not realizing her powers have also been enhanced.

'_You already have.' _Madame Web quickly chimes in, _'Blake, I have improved upon your Shadow-Clone Semblance. They are no longer just simple decoys. With your enhanced Aura, you can now summon pure copies that can move on their own. Up to four can be produced at a time.' _The psychic oracle enhances Blake's Semblance as well with new capabilities.

"I didn't think that was possible." Blake remarks to her new powers with visible disbelief.

"And for me?" Shadow asks the psychic about his improved powers.

'_Simple tweaks to your Chaos Control to make it less flashy. There's not much to enhance when you are the Ultimate Lifeform, correct?' _Madame Web asks the smiling hedgehog, who's already taking a likening to her.

"You got that right." Shadow smiled.

"C'mon. Let's get this over with." Spider-Man Noir says as the quiet-shadow Team Noir are ready to silently knock out these goons into next week.

These next few moments are all about stealth. Using the shadows to their advantage. Spider-Man sticks to the walls, silently webbing up his unexpecting prey to them so they could get punched-out, "Don't let the bedbugs bite." He silently quipped. Blake uses her upgraded Semblance to summon two fully-developed clones of herself, as the three Blakes traverse through the shadows and yanking their unknowing foes with their ribbons and knocking them out with a single quiet strike from their blades. And Shadow uses that overpowered Chaos Control of his to teleport around the station, silently taking down the remaining guards with his quiet, but brutal knockout skills.

With the stationed cleared of goons, Team Noir reunites to collect the fourth fragment after Spidey web-pulls the gate right open so he could grab it, "And that's the end of that!" Spidey Noir said.

**BGM End**

* * *

**Back in the Amazing Universe**

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

But this is just the beginning. Across many dimensions, four, fearless Spider-Men, in all their various incarnations, are allied with their own interdimensional friend as they come and work together and fight to reassemble the Tablet of Order and Chaos. Not just for the sake of their own worlds, but for the fate of every world in every dimension! Good luck, united heroes! Everyone is counting on you!

**BGM End**

Team Amazing arrive inside Madame Web's apartment to hand her their fragment, just like how the other teams already handed her theirs. "You've recovered the first quarter of the Tablet. Excellent." Madame Web praises the heroes for a job well done so far.

"We've always been good at scavenger hunts." Amazing Spider-Man quipped.

"Anything you should warn us about before we head out collecting more fragments?" Ruby asked the psychic lady.

"Like moths to a flame, those with evil hearts will be drawn to the unleashed power of the Tablet, gaining new and frightening powers. So far, you have been fortunate that none of them fallen into enemy hands." Madame Web believes that many supervillains from across dimensions will soon come and collect the fragments for themselves to increase their own strength for their own diabolical plots.

Sonic shrugs, "Why'd you have to go and say THAT? Man, what a jinx!" He jokes while scratching his quills as the tablet fragment unleashes another shockwave of energy throughout the city.

* * *

**Mysterio's Apartment**

"Bah! Useless hunk of nothing…" Mysterio has been whining for hours in his small little hideout ever since he escaped the museum with his piece of the Tablet, but since then, the fragment hasn't activated once with any of that mysterious energy the illusionist felt before. But, because of the Spider-Men and their friends collecting the other fragments, Mysterio's piece reacts to theirs, quickly getting the menacing villain's curious attention.

"Wait! What's this?" Mysterio grabs his fragment, already feeling the mystical and addictive energy it's bestowing to him, "Ahhh, yes! Power! This is what REAL power feels like! No more _parlor _tricks and _sleight of hand_…" He menacingly says while summoning a real snake wrapping around his left arm, "Mysterio is now the master of REAL MAGIC!" using his snake to break the window of his apartment, then uses his new magical cloud to levitate and ride the skies of Manhattan, "And THIS is just the beginning! Mwahahaha…AAAHAHAHAHAHA!" The empowered master of illusions laughs manically as he plans to use his new power to finally take over the city and destroy Spider-Man once and for all.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: The teams are now set in their own universes as they each go on their own adventures to recover more pieces of the Tablet of Order and Chaos. Each hero also gained additional powers as well. Let me list them out for you:**

**Team Amazing**

**Amazing Spider-Man: Enhanced Spider-Sense**

**Sonic the Hedgehog: Enhanced speed (up to Mach 5), Burning Kicks and Burning Spin Dashes, Charged Homing Attacks, Molecular Vibration (also dubbed "Speed Phasing")**

**Ruby Rose: Enhanced Aura, enhanced Silver Eyes (can now hurt supernatural enemies, like those who possesses Tablet fragments)**

**Team Noir**

**Spider-Man Noir: Enhanced Spider-Sense, better webbing**

**Shadow the Hedgehog: A more fine-tuned Chaos Control (less flashy and quiet for stealth)**

**Blake Belladonna: Enhanced Aura, Improved Shadow Clone Semblance (produce up to 4 that can move on their own)**

**Team 2099**

**Spider-Man 2099: A new Spider-Sense**

**Tails: Tornado Attack (fire mini tornadoes from twin-tails)**

**Weiss: Enhanced Aura (with a low gravity effect), Improved Glyph Semblance: Trans-Summon (summon avatars of defeated supervillains, like Electro for example) and Time Break (slow down time for a few seconds)**

**Team Ultimate**

**Ultimate Spider-Man: Enhanced Spider-Sense, the Symbiote Suit, access to Rage Mode**

**Knuckles the Echidna: Enhanced strength (quad damage), access to Maximum Heats Knuckles Attack Mode (not a new move)**

**Yang Xiao Long: Enhanced strength (quad damage), can hover and glide using her gauntlets, access to Rage Semblance Mode (not a new move)**

**Next time: The hunt is on!**

**Question of the Chapter: What do you like (and dislike) about each of the four Spider-Man universes? What is your favorite new power that I gave each of the heroes?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	3. Issue 2: Into the Hunt

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Spider-Man Prime: Showtime! Here comes the Amazing Spider-Man! What started out as an ordinary day turned into an interdimensional scavenger hunt. I accidently shattered a powerful relic called the Tablet of Order and Chaos, and its fragments were scattered to other dimensions with their own Spider-Man. Whoops. But not to worry. Me and my friends are working together with those other Spideys, gaining new powers, and collect those fragments before our enemies get them. This is gonna be a LONG day.**

**BGM End**

* * *

_Issue 2: Into the Hunt_

**Manhattan (Amazing Universe)**

**BGM-Spider-Man 3 Game OST-The Lizard #1**

The Amazing Spider-Man swings through the skies of his city while testing out his new Spider-Sense in search of the next fragment. By his side, Sonic's running on the side of a building while testing out his enhanced speed thanks to Madame Web. Same with Ruby as she's bursting and dashing high above rooftops with her enhanced Semblance.

"Man, I don't remember ever feeling THIS good. I feel so smooth. I can perform tricks so seamless now with my enhanced Aura and Semblance. It feels great!" Ruby smiles, while showing off her amazing new parkour skills on rooftops gifted by Madame Web.

"I'm faster than ever before, I'm also speechless! I think I can run around the world 20 times over in less THAN 20 seconds!" Sonic grins, loving his new speed as he breezes through the streets with more ease than ever before.

Spider-Man uses his new Spider-Sense and managed to locate a fragment inside a nearby building, "And whattya know! I swing around long enough, and my new upgraded Spider-Sense points me towards a fragment!" He crawls up a wall towards an open window as Sonic and Ruby come to join him in the search, "Definitely sensing something from inside the, uhhh…jungle room?" Team Amazing finds their fragment at the end of the corridor inside a room with animal trophies attached to the walls.

Sonic spots the fragment as the team enters the room unannounced, "Hey, look over there! If it isn't Mr. Tablet Fragment. Right there waiting for us to grab it. Totally not suspicious." He joked.

Ruby remarks as they carefully move closer to the fragment, "Which can only mean _one _thing…"

Expectedly, Peter's Spider-Sense tells him and warn his friends to start jumping when a cage drops out of nowhere almost catching them, "IT'S." Numerous flying darts they use their reflexes to dodge, "A. TRAP!" They shouted in unison, successfully dodging the darts as Spidey grabs the fragment.

"Gotcha! That wasn't so bad, actually." Spidey jinxed them as, out of nowhere, the room is filled with powerful knockout gas.

"You HAD to jinx it!" Sonic retorts.

"Oh COME ON!" Ruby exclaims before the gang were instantly put to sleep on the floor.

Watching the heroes as they sleep is a man. A hunter. The greatest hunter in the entire world, and a familiar enemy to Spider-Man. "Rest now, my prey. Save your strength. For when you awake, we begin…THE HUNT!" Kraven the Hunter laughs manically, preparing the heroes for his ultimate hunt of all time.

**BGM End**

* * *

**Tribal Jungle Zone**

Hours later, far away from New Vale City, Team Amazing are slowly waking up in unfamiliar territory after being put to sleep by Kraven. "Uhhhhh…Is everyone alright?" Sonic groggily asks his friends as he weakly stand up on his feet.

"Five more minutes, dad…" Ruby mumbles, still a little sleepy as Sonic helps her up.

Spidey groans as he wakes up too, "Unnnnhhh…Kraven! That maniac. Where has he taken us this time? What horrible death trap will we have to overco…" The heroes wake up to learn they have been kidnapped to a giant jungle area in some ancient ruins, "Hey! This is a pretty nice view, actually." He casually compliments the new zone they're in.

**BGM-Spider-Man: Shattered Dimensions OST-Worthy Prey**

"Are we in a jungle?" Ruby looked around her new environment.

"Looks that way. How long have we been out?" Sonic asked crossing his arms.

"Long enough to be brought into another of Kraven's hunts. I can sense he's near with the fragment. The sooner we find him, the sooner we can call a flight home." Spider-Man replies, sensing Kraven is nearby with a fragment.

"Lead the way." Sonic gestures the webhead to swing on ahead, leading the group through the jungle to find Kraven.

The heroes jump across large gaps exploring the jungle for a little bit until they came across a large wooden gate. Waiting for them before the gate is their enemy, Kraven, looking to be holding a fragment of the Tablet of Order and Chaos.

"There you are, Kraven!" Ruby glares while holding onto her Crescent Wispon.

"Welcome, D-Avengers! Welcome to the jungle!" Kraven greets them with the fragment in his hand, "This rock – it holds great power, no?" He asked them.

"Doubt you'll use it for great responsibility." Sonic shrugs, which got a smile from Peter.

"I could use it to crush you…like a bug." Kraven threatened cockily.

"That wouldn't be very _sporting _of you, would it?" Spidey quipped.

"Ah, you speak a great truth! Let it be your prize, then – if you can survive my gauntlet! Your powers against my skills, your brains against mine. Come! Enter my game of death!" Kraven jumps high and over his wooden gate, "Claim your trophy – if you dare!" He disappeared while leaving an ominous note before opening the gate for them.

"Now Sonic, don't go running ahead. We don't want you triggering any traps like last time." Spidey jokingly advises the hedgehog as they journey through the jungle.

"Yeah, yeah, I remember." Sonic frowns annoyingly, recalling his first adventure with Spider-Man that Kraven was also involved and hunted them down in a similar fashion.

"I have no idea what you two are talking about." Ruby responds, lost to the reference.

"We'll tell you later. Fun story." Peter joked.

"No it's not." Sonic quipped.

Kraven's voice can heard echoing throughout the jungle, speaking to his prey as they traverse his hunting grounds, "Come, my friends, do not delay! The great hunt BEGINS! Hurry! Hurry!"

"So you want us to run through the jungle? Should we not look back?" Spidey quipped aloud.

"Do not mock me, Spider-Man!" Kraven shouted.

"Wow. You're awfully touchy for a guy who wears leopard print pants. Keep your tights on! We're coming!" Spider-Man mocked while web-swinging.

"Maybe if your jungle wasn't filled with bottomless pits, we'd be there already!" Ruby shouted annoyingly, using her Semblance to dash through the air over the bottomless pits while Sonic does the same with his Boost.

"Come, come! We have only scratched the surface!" Kraven shouts, continuing to run ahead of the heroes.

"Seeing you so excited is creeping me out." Spidey joked.

"Why not hunt a new profession to be the world's greatest tour guide?" Sonic joked aloud, using his parkour skills to jump onto several perch points and walls.

Soon, Team Amazing caught up to Kraven, waiting for the heroes to show up on his platform. "Yes, there is much for you to experience here. Traps. Long-range weapons. And of course, hand-to-hand combat." Kraven signals to a group of mercenaries to join him on the arena confronting the heroes.

"How cute. You put together your own boy band!" Spider-Man mocked the hunters.

"My disciples. They have come to study at the foot of the master. To learn the art of the hunt – from the GREATEST hunter of all!" Kraven introduced his students into the way of the hunt.

"And the most modest." Peter joked.

"You dare mock me in front of my students!?" Kraven snarled menacingly.

"No…in front of your boy band." Peter quipped.

"Men! Remember what I have taught you. Strike hard. Strike fast…and show no mercy." Kraven smiled sinisterly before leaving his students against the trained heroes.

"Yeah! Let's see if you've got what it takes." Sonic smirks, stretching his arms before getting into a fighting pose alongside his friends.

"Hope your greedy for a beatdown, 'cause some of us learned some new tricks." Spider-Man uses his enhanced Spider-Sense to his advantage, dodging enemy attacks perfectly as he counters with hard, swift hitting combos.

"Like we'll need to use them on these losers!" Sonic quips, sliding under a goon before jumping into the air and Homing Attacking multiple hunters down in rapid succession.

"I want to test out my upgraded powers, like combining my scythe slashes with my enhanced Semblance for some speedy, quick attacks!" Ruby uses her enhanced Semblance by combining her rose petals with her Crescent Wispon, striking down her enemies in a blink of an eye with lightning-fast scythe swings covered in rose petals until none were left standing. "That was a nice little practice session." She grins cockily while putting away her weapon, quickly joining her friends as they continue their hunt for Kraven.

"It seems my men have not proved much of a challenge for you." Kraven speaks to his enemies from a hidden location.

"Are you kidding? Those guys were brutal. We barely survived!" Spidey joked, swinging above a large gasp.

"Really?"

"No. We creamed 'em."

When swinging towards another ledge with goons, Spidey instantly uses his Web Strike to swiftly stomp on the first one he sees, allowing Sonic to jump in with some speedy kicks and Homing Attacks that knocks out others, leaving Ruby to land beside him and spins her Semblance-powered scythe for a devastating flowery tornado that blows the remaining goons away. With them knocked out, they enter a new room where more hunters show up to get embarrassed.

"For Kraven!" A human hunter shouts proudly.

"For the thrill of the hunt!" A mobian fox hunter yells with honor.

"Hey, you talk like him too! Lion's head vests for EVERYONE!" Spidey happily quips, rolling away from their blades and knives before they could be disarmed by his webbing, then defeats them with quick gut punches.

"Kraven sure has himself a fanbase. And not the good kind either." Sonic jokes, kicking down multiple enemies at the same time with his incredible speed.

"Is there even a thing called a 'good fanbase'?" Ruby joked, tackling a hunter with her Semblance, then bounces off of him before striking multiple down with a single slash from her scythe.

"Come! The jungle still holds MANY surprises." Kraven shouts, noticing the heroes are still pursuing him as he continues evading their sight.

Spidey pretends he's asleep with loud snoring noises to mock the hunter, "I'm sorry. Were you saying something?" He quipped.

"Something about 'hunt' and 'prey' and 'lions'." Sonic jokes as they land at a water fountain that they quickly learn is booby-trapped with outrageously numerous tranquilizer darts fired from the wall, "WHOA! AH-AH-AH-AH!" Sonic and his friends shouted as they surprisingly dodge all the darts in the short reaction time they were given, "Whew!" He wiped away the sweat from his forehead.

"That's the last time we're mocking him." Ruby joked.

"Not in a million years." Peter quips as they run to the next large chasm area, spotting Kraven ahead talking to his men.

"Wait for them to come within range. When you have the shot…take it!" Kraven ordered his armed men to shoot at the heroes when they're near before he runs off again.

"I guess this begins the bullet-dodging portion of the festivities." Peter jokes as shooters take position on top of several totem poles over a bottomless pit.

Sonic says, "Let me use my new Focused Homing Attack on them! Attack them all at once at blazing speed before they could blink!"

"Let's see what it can do!" Peter allows him to test out his upgraded Homing Attack on the perched shooters.

Performing a Focused Homing Attack is simple. Sonic locks his sights on all enemies he could spot in the area, then strikes with blurry speeds and barrages multiple targets with his enhanced Homing Attack, defeating them all before they noticed the hedgehog was coming.

"TA-DA!" Sonic victoriously puts his hands up to show his friends of his success.

"Awesome! They didn't see you coming!" Ruby remarks proudly for him as the gang spots a smiling Kraven watching them approach.

"Do you not feel it, now? The blood pounding in your veins? The thrill that rouses the hair on your neck, that makes a drumbeat of your heart?" Kraven asked, Sonic in particular after his quick performance, as he runs away again from his pursuers.

"I did feel that, but I thought it was something I ate." Sonic quipped, catching up to the hunter until he disappeared with a smoke bomb, leaving his students to take his place against them.

"You fanboys don't know when to give up." Sonic quips, punching a mobian hunter down.

"They're fanboys. It's in the job description." Spidey remarks, launching an enemy into the air with a web hammer before comboing them back down.

"Besides being loud and rude and sometimes not knowing what they want, yeah, I totally agree." Ruby jokes, disarming a hunter of his blades using her scythe, instantly knocking him out with strike from her weapon.

**BGM End**

Once those group of weak hunters were defeated, Team Amazing walks into a large chamber that has more ancient ruins inside. Then, something dangerous triggers Peter's Spider-Sense that prompts himself and his friends into a defensive stance, "Spider-Sense!" He said, quickly dodging a fiery spear thrown at him, "Fiery spear! Point taken." He casually remarks, before noticing the spear came from more hunters ahead, "Another boy band! Are you guys gonna sing for us?" He joked.

**BGM-Spider-Man: Shattered Dimensions OST-Worthy Prey (V2)**

"Get them!" The squad leader commanded his men to blind the heroes' sight with a smokescreen, then throw more spears to pierce through their bodies.

"Gotta be faster than that!" Sonic quips, as the heroes jump away from the smokescreen and delivers a quick counterattack to their enemies. The hedgehog charges up his new Burning Spin Dash to smack and bounce off from a crowd to be caught by Spider-Man's webbing, as he spins and sweeps them with the spinning hedgehog.

"Who's having a good time, raise your hand?" Spidey jokes while forming a large web mace to swiftly slam on multiple goons.

Ruby jumps off his bro's back while morphing her scythe to a gun, activating the "Laser Wisp Mode" simultaneously, "Take this, yo!" She clears the ground forces with numerous laser bullets that quickly puts them down.

"Hey. Why did everyone sleep on us?" Sonic chuckles, mocking their defeated enemies before continuing their hunt for Kraven.

"If I know Kraven, this place'll be loaded with traps. Gotta stay alert!" Peter advises his friends.

"Yeah, we see 'em." Ruby jumps over trigger wires while the other two dodges more wall darts.

They soon arrive in an open area next to a beautiful and peaceful waterfall. Sonic and Ruby are running side-to-side one another, while Spider-Man swings above them. Unaware to Spider-Man, Kraven is spying on him with his sniper rifle, zooming closer to his webline and shoots it, breaking it, "Yikes!" Peter yipes as he crashes to the ground.

"Spidey, you okay?" Ruby checks on him with concerned.

"I'm alright. Don't that that's gonna work. Hmm, gonna have to find another way." Spidey said, then quickly spots Kraven from his vantage point about to shoot at him again, "Oh COME ON!" The heroes dodge his bullet as it knocks down a tree instead, "Sorry, I'm allergic to bullets. They ruin my complexion!" Peter quipped.

"Bah! You cannot dodge forever!" Kraven proclaims.

"Let's hurry across this waterfall before he gets another shot at us!" Sonic runs quickly on top of the tree that was knocked down with the other two quickly catching up.

"More hunters coming in at 12 o'clock!" Ruby spotted more of Kraven's goons to beat on.

Kraven uses the distraction to shoot down the tree they ran along to prevent them from escaping. He then aims another shot at Spider-Man, but thanks to his Spider-Sense, dodged his bullet with grace that starts to annoy the great hunter, "You outrageous…You are LUCKY! That is all!" Kraven growls angrily.

"To be fair, I'm also quite handsome." Peter jokingly responds, before dodging another bullet from the angry hunter in the shadows. "Ruby, make like a lumberjack and cut some trees so we can keep moving! Me and Sonic will cover you!" He commands her while fighting off more goons.

"On it!" Ruby rushes towards the tree, cutting it down the trees to make a bridge they can run on while knocking out Kraven's men and dodging the main hunter's bullets.

**BGM End**

Sonic kick another goon through a wall after the heroes arrived at a safe point away from Kraven. "That was a little intense. Looks like we've made it deeper into the jungle." The hedgehog looks around his surroundings, noticing they're pretty deep into the ruins.

"Not sensing Kraven anywhere…but I am sensing a big crowd up ahead. Keep your guard up. This might be another trap." Peter warns his friends, taking the lead before them while walking carefully through the area closer to the source of the danger.

As they get closer, Ruby hears something faint, but getting louder as they slowly approach, "Are you guys hearing that? It sounds like cheering."

"Wonder what's that all about?" Peter wondered.

"Look over there. Looks like we're approaching some kind of arena." Sonic spots, noticing they're walking into a wooden battle dome for all of Kraven's men to watch, cheer, and chant as the heroic opponents walk in.

"Let me guess – two men enter, one man leaves. Am I right? Or in this case – three men and one girl." Spidey joked.

Suddenly, a very large tribal man drops into the arena, wearing a skull mask and holding a large club as a weapon and snarling intensely at the young heroes, "Wow! Love your headdress. Is that from the Skull Collection?" Sonic joked, unfazed by this brute's frightening presence.

"May I suggest an accoutrement? Perhaps something from the Speed Webbed Rose Collection?" Spidey joked with a cocky chuckle.

"Ha! Classic." Ruby chuckles too, taking out her Crescent Wispon while confronting the snarling tribal brute.

**BGM-Spider-Man: Shattered Dimensions OST-VS Kraven - Thrill of the Hunt**

"KILL YOU!" The angry hunter brute swings his large club fiercely at the heroes, but they are too nimble and fast for him to connect a hit on them as they jump away from his powerful swings.

"Whoa. Are you related to Galactus?" Spidey jokingly asks, jumping off the brute's club to kick him in the face.

"Hate spiders!" The brute swings his club again at Spidey, and missed, but was able to punch him with one mean fist that sent him to the ground.

"Do you like hedgehogs instead?" Sonic tackles him with a Spin Attack before swiftly transitioning into his new fiery kicks to relentlessly barrage with until he too was smacked violently to the wall.

"Dirty rat." The brutish hunter mocked.

"I hate it when people call me that." Sonic mumbled, scowling.

The brute was then suddenly tripped after Ruby swept him off his feet with her scythe before she harshly bounced off his head and lands in front of the angry man, "C'mere so I can smash you, little girl!" He threatened, repeatedly swinging his club at the young huntress.

"Only unless you're the Hulk! Actually, I don't want him to smash me either!" Ruby quipped, dodging the brutal attacks and managed to block one with her scythe. Before the brute could slam her head in, Sonic suddenly slides under him, tripping him up as Ruby uses her Semblance to tackle him towards Spider-Man, who finishes him off with several web hammers combos that fling him into the air before slamming him to the ground with two large web maces.

**BGM End**

"That's all she wrote." Spidey said, wiping the dust from his hands.

"Uhhh, I don't think we're done." Ruby remarks, noticing two more tribal brutes suddenly dropping in unannounced to fight the heroes.

Before the second fight could begin however, Kraven suddenly arrives to interrupt it with menacing disappointment towards his men, "Still they live. I thought I taught you better than that!" Kraven took out one of his swords and jumped down, quickly uppercutting the first brute to his death. Then he dives down cutting down the second brute, who fell on his knees as he dies while the crowd chanted Kraven's name.

"KRA-VEN! KRA-VEN! KRA-VEN!"

"Did he really had to do that to his own students?" Sonic crosses his arm, glaring angrily at the merciless hunter for killing his own students for their failure.

"Kraven hates weakness and dishonor, which makes him one of my deadliest enemies." Spidey said solemnly, all while Ruby silently growls with rage at the heartless hunter.

Kraven took out his other sword and looked around to his disciples, "I promised to show you a TRUE hunt. I promised you a VICTORY…and I am a man of my WORD!" Kraven exclaimed, "And NOW…The _endgame_!" He menacingly declares, maliciously staring at the amazing heroes for their confrontation.

**BGM-Spider-Man: Shattered Dimensions OST-VS Kraven - Thrill of the Hunt**

'_He's blinded by the thrill of the hunt! Wait for him to lunge, then strike!' _Madame Web telepathically advises the heroes as Kraven charges up a lunge striking at them.

"Thanks for the advice, Webb! We'll use it when he's not killing us!" Spidey follows her advice and Web Strikes the great hunter during his lunge, bringing him into his amazing kick-butt combos before kicking him back slightly. Kraven roars with rage before rushing towards the web-slinger with a fierce barrage of deadly combos of his own, "Uh, in case you haven't heard, there's a law against hunting men, even ones with 'stick- 'em powers'!" Spidey forms a web shield to block his next strike, but it was sliced open by his swords before he was ruthlessly kicked multiple times in the stomach before getting struck down.

Sonic tries to attack but was deflected by the hunter's swords, who quickly uses them to block Ruby's scythe and disarm her of the weapon. "My weapon!" Ruby exclaimed before getting kicked across the arena.

"You are no true warrior if you cannot fight me without your toy!" Kraven lunges at her, which was the moment she needed to attack him instead with her Semblance while he was left wide open.

"Have I impressed you yet?" Ruby smiled with that cocky look on her face as she picks up her Crescent Wispon.

Kraven growls angrily and would've struck her again with his two swords if his arms weren't webbed by Spider-Man from behind. "Eh, go juggle beehives." Peter jokes, while Sonic charges up a Spin Dash to attack the hunter with and knock him back a few feet.

"I have only begun to fight. NOW you will feel Kraven's wrath!" Kraven activates a booby trap that was built underneath his arena.

Peter senses sudden pointy spikes rising from the ground that he and his friends hurriedly jumped above, "Ah! Pointy things!" He quipped. Now this was Kraven's opportunity to attack while they are distracted in the air. He lunges and strikes the wall-crawler with frightening ferocity, then strikes the scarlet huntress next with such malicious, and finally goes for the speedy hedgehog.

Sonic spots Kraven about to lunge at him next and decides to use his newest technique, "Can't hurt what isn't tangible!" He quickly vibrates his body using his speed to phase through Kraven's lunge, much to the hunter's shock.

"Since when could you do that?!" Kraven asked.

"Trade secret!" Sonic quipped. With a cocky grin on his face, Sonic barrages the aerial hunter with numerous Homing Attacks, before charging up an even stronger Homing Attack that slams him to the ground for Spider-Man and Ruby to fight now, "I soften him up for you!" Sonic joked.

"Kraven, why not make like one of your trophies and get stuffed!" Spidey quips, working together with Ruby clashing with the tough hunter.

"You three have grown strong. How is that possible?!" Kraven asks, while managing to deflect Ruby and Sonic's attacks but was unable to avoid Spidey's quick jabs.

"We ate cookies and drank milk, but Ruby likes finishing mine from my cabinet!" Peter joked, web-yanking the hunter's arms to give his teammates a chance to deliver more punishment.

"You weren't going to finish them anyway!" Ruby retorted, trapping Kraven's legs with blue cubed shots from the "Blue Cube Mode" of her weapon, leaving him stunned momentarily as Sonic attacks him some more until the finishing blow could be dealt by Spider-Man.

**BGM End**

"Lights out, Kraven!" Spidey said, delivering a swift flying kick that sends the weakened hunter flying out of his dome screaming, "This hunt is OVER! And as the victors, we command you to LEAVE!" Peter ordered Kraven's men with dominance as they actually run away, scattered, from the area.

"Holy cow, that worked?" Ruby remarked with nonchalant surprise and amazement.

"Huh." Sonic responds, casually astonished himself.

"Yeah, of course it did. All right. Uhhh…let's find Kraven." Spider-Man awkwardly said, swinging off as the speedster zooms off behind him.

Team Amazing had no trouble entering a nearby temple. Surprisingly, no one has shown up to fight them. None of Kraven's disciples. Not even Kraven himself. And that, is a little worrying to them.

"Something's not right…" Sonic says as the gang stopped. "Where are the goons? You'd think they'd want some serious payback after we kicked their master's butt." He said, noticing no one inside the temple.

"My men have abandoned me because of you…" Kraven's voice signal the heroes' attention to see him standing on some type of lift. He held his side in pain and his head lowered in shame, holding the fragment in his hand as if that's all he has left now.

"Kraven…" Ruby said with some somber, showing some genuine concern to the dishonored hunter after they whooped his butt in front of his men.

"You heroes…You made a mockery of my teachings." Kraven glares at them with subtle rage and shame.

"It wasn't so much a 'mockery' as a complete shambles." Spidey shrugged while joking.

"I have failed…and now I have nothing left…" Kraven stood up, getting more and more angry as he glares at his most hated enemies, "No _dignity_. No HONOR!"

The heroes quickly straighten up with equally concerned looks for the dishonored hunter as they can tell he's becoming unhinged with rage, "Hey, hey. What do you think you're doing?" Sonic asked sincerely, getting a bad feeling about Kraven's next, desperate move.

"Sergei. Don't do something you're gonna regret." Spidey said firmly, speaking to his nemesis by his first name.

The fragment starts to glow in Kraven's hand as he does the unthinkable, "Nothing to stop me from using THIS!" He absorbs the fragment's power into himself as a powerful yellow aura explodes around his body. His eyes glow a menacing yellow as he puts on a smile that scares the heroes.

"Not good…" Ruby muttered worriedly.

Spidey sighs, "Great, you did something _we'll _regret."

The amped-up Kraven zooms side to side with speeds that seem to rival Sonic and Ruby's while laughing creepily. He moves so fast that suddenly, he just disappeared. Team Amazing desperately looks for them while Sonic says, "That speed! Where'd he-?"

"Right behind you."

The trio quickly spun around to see Kraven face-to-face, which is pretty creepy to say the least, "Ah! Such power!" Kraven still smiles as he speeds backwards, "I have the speed of the tiger!" He then instantly zooms to the other end of the chamber, "The strength of the lion! And like the great cats…" He jumps high to another floor, "I shall play with my prey!"

**BGM-Spider-Man: Shattered Dimensions OST-** **Worthy Prey (V3)**

"Hey, Kraven, how'd you snare that fragment anyway?" Spider-Man asked his enhanced enemy.

"I am not completely ignorant in the ways of modern man, my friend! I secured it on the internet!" Kraven explained.

Sonic and Ruby exchanged strange looks with each other before staring back at Kraven in extreme disbelief, "HUUUUUH?!" They questioned in unison.

"You're joking?" Spidey remarked, in disbelief himself.

"No. I had the winning bid." Kraven smirked before jumping up higher until he disappeared again.

"That's…surprising." Ruby scratched her confused head, still having a hard time processing that claim.

"That explains where he gets his tools. He buys them off eBay." Sonic joked. "Looks like he went up. How're we gonna get to him?"

"Hmm…" Spidey turns to focus on a suspicious looking button mounted on a face carving, "Maybe this button will do something." He web pulls himself to kick the button with enough force it sinks into the wall. With that button activated, a platform is suddenly lifted partially into the air.

"That button activated a lift. Maybe there's more we can activate to get us up there." Ruby guessed correctly.

"Give me about five seconds." Sonic cockily checks his nails, then immediately speeds around the whole chamber activating the remaining four switches in the span of five seconds, standing on the fully activated lift while smirkingly waiting for the others, "Whaddya guys standing around for? We got a hunter to hunt."

"Be patient, Mr. Fastest Thing Alive." Spidey quipped, web zipping to the lift as Ruby sped onto the platform as it started rising up.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Kraven - Thrill of the Hunt**

The lift went up, higher and higher, as Spider-Man's Spider-Sense keeps reacting to something stronger and stronger. The lift stopped as it took them outside above the jungle in an arena where a tall broken tower is in front and above them.

The heroes looked around until all eyes were set on Kraven appearing suddenly in front of them wielding his twin-blades, "No witnesses. No distractions. Here. Now! It ends!" He said darkly.

Suddenly from top of the temple structure, an explosion erupted like a volcano causing the arena to shake and surround the edges with a ring of fire as pillars started to rise from the ground. The heroes stare at Kraven with the determination and courage they could still beat him even when he's supercharged with the fragment's power. Spidey cracks his knuckles saying, "For once, you and I are in total agreement."

Spidey goes for a Web Strike, but Kraven quickly cuts the line and tackles him away a good distance, "You are no match for me now, Spider-Man." He said confidently.

"I knew I shouldn't have gotten up today." Spidey quipped, groaning after landing next to a pillar.

Ruby dashes with her speed clashing intensely against Kraven while he holds an edge in their brief brawl. Sonic suddenly shows up from the air landing a powerful axe kick, but it was blocked and deflected by the lightning-fast hunter thanks to his blades. Despite the incredible danger he is in, Sonic still finds a way to smirk at it all, "Not bad at all, but now it's time we get serious." He declares.

"This'll be your last hunt, Kraven!" Ruby scowls while holding her Crescent Wispon firmly.

'_He's too fast! Distract him with your own speed to give Spider-Man a chance to deliver the damage!' _Madame Web instructs the heroes with the strategy to defeat Kraven.

"Interesting. Let's see who's faster!" Sonic revs up his Super Peel Out while Ruby prepares to use her Semblance to assist. Kraven twirls his blades while smiling evilly, then vanishes along with the heroic speedsters as all of them clashes at speeds too fast for the naked eye to follow.

During the midst of their speedy clash, Sonic attacks with lightning-fast kick barrages that Kraven manages to block to the best of his ability before switching to Ruby to swiftly swing her scythe rapidly as Kraven continues to deflect her attacks and lands on a pillar, "Ha! You call that an attacks?" He taunted, then charges up his power to launch a sinister attack they won't forget anytime soon.

'_Now, Spider-Man, attack while he's preparing his own!' _Webb advises the web-slinger.

Spidey surrounds his fists with thick webbing to increase the power of his next combo as he successfully Web Strikes the distracted hunter, "Looks like the hunter has become the…well you get the idea." He barrages the hunter with webbed punches and kicks, swiftly comboing him into his web hammers and sends him flying away.

Kraven stabs the floor with his blades to stop himself from touching the ring of fire, roaring angrily at the annoying spider, "RRAAAGH!"

"Ha! Hey Kraven! Remember that version of your vest that used to shoot lasers out of its eyes! Hahaha! That was cool!" Spidey distracted him with jokes, shooting superfast web bullets that keeps getting dodged by the speedy Kraven.

"Oh please! You're embarrassing yourself!" Kraven dashes and elbows the webhead through several pillars with the strength of a lion.

"Yeah, yeah! Hunt THIS!" Sonic smashes the cocky hunter to the ground with a Charged Homing Attack. Kraven snarls, quickly recovering to flip-kick the hedgehog into the air, jumping towards him and slams him at a wall with his swords.

Ruby yells out a war-cry dashing with a flurry of attacks against Kraven, "You aren't going to win, Kraven! Give up the fragment! Its power doesn't belong to you!" She tried reasoning with him.

"Like I would listen to a child!" Kraven brutally knees the huntress, then roundhouse kicks here away, "You are in trouble, my friend!" He smiled with cocky arrogance, but then quickly found himself trapped inside a blue vortex, "Huh?"

"Let's see you break outta this one!" Sonic shouts from inside the tornado, blitzing the trapped hunter with fiery Spin Attacks. The speedy hedgehog kicks the villain out of the tornado towards Ruby, who smacks him away like he's a baseball towards Spider-Man.

"Let me take away your toys, Kraven!" Spidey disarms the hunter while he's flunged through the air, before swinging his web hammer on his face and knocks him down.

Finally feeling battered and worn out, Kraven quickly jumped on to the temple platform, "I cannot be defeated…"

**BGM End**

"Guess what? You ARE!" Spidey launches himself from his web and kicks his foe into the temple. Kraven crashed into the wall and fell to the ground. He tries to get back up, but his strength has left him. The hunter has been hunted.

Sonic and Ruby landed inside the temple with Spidey as they all see Kraven lying unconscious, meaning they have won the battle.

**BGM-Sonic Rush OST-Groove Rush #3**

"BOOYAH! We won!" Ruby jumped up for their amazing victory while Spidey ruffled her hair.

"The hunter has been HUNTED!" Sonic smiled, performing a little victory breakdance that ends with a thumbs up.

**BGM End**

The trio looked to see the fragment float from Kraven's body and levitate before the winning team. _'Excellent, heroes! You've done it!' _Madame Web congratulated Team Amazing for securing a new fragment.

"And just in time. If I never hear the word 'hunt' again, it'll be too soon." Spidey said, something his teammates couldn't agree more as they watch him grab the fragment.

'_Now to the other fragments…The hunts resumes!' _Webb said, causing Team Amazing to groan from hearing that word again.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: A lot of these chapters are gonna be pretty long since I'm condensing a full level into one chapter. Expect delays to some chapters. Maybe I'll hire a second unpaid writer to help me out. Who knows? Let's continue with the story for now.**

**Hamm1999: Why waste time reading a behind the scenes chapter when you can just play/watch the original game?**

**Kian Philippe Alag: It's alright. I'm not gonna compare both stories. That person is doing their own thing while I'm doing mine. **

**Guest (talking about Edge of Time): Then you might as well play/watch the original game if you want just Peter and Miguel. This is a crossover series after all. I'm planning to include Ruby into that story to team up with her great-granddaughter that was introduced at the end of **_**Ends of the Earth**_**, Summer Rose Junior, for that story.**

**Blood Spider: Uh, no. **

**Next time: Stalking the Hammerhead!**

**Question of the Chapter: If you played it, what are your general thoughts on the game, **_**Spider-Man: Shattered Dimensions**_**? Favorite level to play? Favorite Spider-Man to play? **

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	4. Issue 3: Hammer Time

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Sonic: I'm Sonic. Sonic the Hedgehog. We got caught in one of Kraven's traps while looking for a fragment and was dropped off in the jungle. Kraven promised he'd give us the fragment if we survived his little hunt, but then he decided to use the fragment for himself, giving him incredible speed and power that almost left me impressed. It still wasn't enough and we managed to kick his butt and take his fragment. The adventure's only beginning. Let's look for the others!**

**BGM End**

* * *

_Issue 3: Hammer Time_

**New York City (Noir Universe)**

Blake stands under the night in a completely different dimension unlike her own. A world where everything appears mostly black and white, and gang violence overruns the depressive streets of New York City. The huntress cat kneels on top of a rooftop looking down at the "noir-styled" civilians walking on the sidewalks, while Shadow the Hedgehog stoically leans with his arms crossed on a door near her.

"This place makes Latverion look downright cheerful." Blake dryly quips about this dimension. She stands back up glancing around for their new, spider-friend as she begins to get annoyed of his whereabouts, "Where the heck is he? Shouldn't we be searching for the fragment together? Should've brought us along to whoever he's meeting."

Shadow speaks up, "Patience, Belladonna. We're in new territory. I don't think the people of this universe are accustomed talking to Faunus or a hedgehog. Spider-Man said he's meeting with someone who might have an idea of a fragment's location."

"Doesn't his new Spider-Sense has the ability to locate other fragments?" Blake questioned.

"It's best to be careful. We don't know who else might be after the fragments." Shadow answered, having a hunch the villains of this world are after the fragments for their own disastrous purposes.

"True. Still, it's a little weird teaming up with a Peter Parker that's older than me, but with a personality similar to Scarlet Spider's and not as trusting." Blake said, taking note Spider-Man Noir is older, and much darker in personality than the cheerful one she's more familiar with.

Shadow replies, "We're in a world set in the 1930s during the Great Depression. Combined with Spider-Man's _presumed_ backstory, it would make sense he's more of a 'loner' and less cooperative than his counterpart." He then smiles, "At least he doesn't constantly fill the air with his lame jokes, don't you agree?" He joked, but does appreciate working with a Spider-Man that's serious.

Blake smiles in agreement, "Yeah."

"You two been spending time making fun of me?"

The outworldly heroes turned their eyes when they notice Spidey Noir suddenly greet them on the rooftop, "What took you so long?" Blake glared at the noir Spidey.

"Was talking to Felicia Hardy." Noir stoically replied.

"The Black Cat?" Blake crossed her arms in response.

"Who?" Peter responds as if he has no idea who she's talking about.

"Felicia Hardy. She's the Black Cat, right? The cat thief?" Blake explained, under the impression this world's Felicia Hardy also goes under the name, the Black Cat, an expert cat thief.

"She's not a thief! Her _nightclub _is called the Black Cat. Where did you get the idea she's a thief?" Noir replied, surprising the faunus this world's Felicia Hardy is different from her own.

"Oh. Sorry. Different universe, different rules I guess." Blake responded, feeling a little embarrassed.

"What did Ms. Hardy tell you? Is it related to our mission?" Shadow asked the black and white spider.

"She tipped me off there's business happening at the waterfront tonight. The kind that's bringing out the worst of the worst from the criminal underworld." Spidey answered, making them guess what's so important that's bringing out the worst gangs in the city.

"The fragments. Who's after them?" Blake guessed correctly.

"The Goblin." Peter answered with a subtle, vengeful tone hidden in his voice as he snarled that disgusting name.

"Norman Osborn exist in this universe too?" Shadow remarked, not too surprised by this fact while Blake is a little more shocked by this news.

"The biggest and most dangerous crimelord in the city. Me and him have some history. The kind you don't want to hear." Spidey said stoically, signaling his animosity towards Goblin Noir.

"We have a good hunch what it's like. Seems like you two are DESTINED to cross paths throughout the cosmos." Blake remarks somberly, looking a little depressed when thinking Spider-Man and the Green Goblin are forever locked in mortal combat in every universe.

"Knowing Osborn, if he gets his hands on the fragments, it won't end well for anyone." Shadow said, aware that every Goblin in the multiverse is crazy and not to be underestimated.

"I intend to finish him off this time. If you can keep up, then follow my lead if you don't want to die a horrible death." Spidey said darkly, already leaving his new teammates behind as he swings towards the waterfront.

"He certainly knows how to rally a team." Blake remarks sarcastically, already not liking this Spidey's loner and untrusting attitude before she and Shadow catches up to him.

The dark and vengeful Team Noir travel through the night on the waterfront, leaping from rooftop to rooftop avoiding detection by civilian and foes alike. On the docks, rats scurry about their grim business as the heroes arrived on a roof above their objective.

"Looks like Felicia was on to something." Spidey perches down alongside his teammates, looking down when they spotted one of two men carrying a suspicious crate.

"Whoa, it's slippin'!" One of the men yelled, accidently dropping the crate and cause it to break into pieces, revealing a Tablet fragment that was kept inside.

"Hey! Look at this!" The other man took a closer look at the fragment.

"It's just a hunka rock? What's all the extra protection for?" His partner questioned aloud.

"The Goblin payin' you to ask questions now?" asked a voice with a thick accent.

The two men and the heroes looked to see a large man with a flat head wearing a black mob suit over his red shirt. The man with the skull deformity is holding twin Tommy guns that pack each packs a wallop and appears to be the boss of these criminal punks.

"Hammerhead." Blake whispers with a scowl on her face, recognizing the Noir counterpart of one of New Vale's most dangerous crime bosses.

"So you've met already?" Noir quietly asked.

"We have someone exactly like him in our dimension, but he seems more at home in this one." Blake quietly replied, while also noting a mobster like Hammerhead fits perfectly in the Noir Universe.

"N-no, Hammerhead-." The bald goon stuttered shaking his head and his hatted partner agreeing with the same motion.

"Then shaddap. Goblin sez the Spider's comin' after the Tablet and he wants all measures taken to stop him gettin' it." Hammerhead said as he approaches his flunkies.

"I'm flattered." Spidey whispered sarcastically.

"Now load it n before I lose my cool." Hammerhead orders as he headed into the truck. His two men did what they were directly ordered as one of them grabbed the fragment and put it back inside the truck as they started driving away.

"Oh, you're gonna lose your cool, all right…" Noir muttered.

"We can't let them get away with the fragment." Shadow said.

"Agreed. Hope you two learned to keep up." Noir quickly fires two weblines on the rail of the back of the pick-up truck. Blake quickly did the same with the ribbon from her Gambol Shroud as the two started to skid across the road at a rapid pace, while Shadow uses his natural speed to easily catch up with them.

As the truck sped across, one of the men looked at the truck's rear view mirror and frightening noticed the heroes, "It's him!" He yelled.

"The Spider-Man!" The other guy yelled. "And there's some girl and a…a…giant running rat!"

"Then stop gawkin' and start throwin' lead!" Hammerhead ordered aloud.

On command, the man in the passenger seat took out his gun and started firing at the three. The Spider-Man quickly grabbed onto his weblines with both hands to stay centered better. Blake did the best she could ducking and dodging on her end while Shadow easily jumps and runs through the bullets with a boost. The hedgehog was prepared to throw a Chaos Spear at the truck until he heard a low grunt from Spidey, signaling him to stop and silently moves his lenses up with a different plan in mind. Shadow nods in agreement with the plan and jumps up. Spidey rudely grabs Blake's arm as they jump as well.

The truck stopped at a trainyard after the goons noticed the heroes suddenly disappeared from their backs. "I-I think we lost 'em!" The hatted punk finally said.

"Keep you eyes peeled. You see somethin', shoot first and ask questions never." Hammerhead ordered his men, "We're not takin' any chances, read me?"

"Loud and clear, boss." The other goon responded with smug, unaware Team Noir has been silently observing them hiding in the darkness above their unsuspecting heads.

**BGM-Spider-Man: Shattered Dimensions OST-Ganglands**

The silent heroic trio stick to the shadows as the group of gangster still looked around for a bit. Then, one of Hammerhead's men from the Enforcers came running into the group from the entrance of the trainyard, "Welcome, boss! We got everything set up for ya…"

"Save it, Montana." Hammerhead rudely interrupted him. "No time for gab. I got a _real_ important delivery for Mister Osborn."

"That's right, Hammerhead. And I'm gonna follow you right to him." Spidey whispered.

"We're here too, remember?" Blake glares at the loner hero for seemingly forgetting he's part of a team now.

"Almost forgot." Noir remarks dryly that got a light scoff from Blake. "I rarely work in a team. Always better solo. Teammates would just slow me down."

"You'll find we're more up your speed. But we're in your territory, so suck it up and learn how to cooperate in a team. First off, how should we proceed?" Shadow whispered with a blunt tone.

Spidey Noir hummed not bothering to look at him and instead looks back at Hammerhead and his men, "Too many Tommy guns for my taste. Better hug the shadows for now – 'less me and you two wanna get filled fulla holes."

"No thank you." Blake quietly remarks, sticking to the shadows while they keep a close eye on Hammerhead for a little bit.

"Montana, you're with me. We got business to discuss." Hammerhead orders the Enforcer.

"Right, boss." Montana nodded.

"You and you, watch my back while we're on the move. Savvy?" Hammerhead then orders his two pathetic flunkies that were with him on the truck.

"Right, boss."

"Right, boss."

"And Ox." Hammerhead turned to the second Enforcer.

"Yeah, boss?" Ox responded, sounding a little unsure what his assignment will be.

"Stand there and look stupid. From what I can see, you've had a lot of practice." Hammerhead insults the slightly depressed Enforcer with his order. "All right, ya mutts, listen up! Osborn wants us to be ready for anything. And Mr. Osborn always knows what's best, doesn't he fellas?" He asked, but all he hears are murmurs of confused assent. "Yeah, that's right. So let's get to it."

The shadowy heroes notice Hammerhead is finally on the move away from the area, giving them a chance to clear it out of some of the mooks still lounging around. "Take out some of the punks." Noir quietly orders his teammates. The group scatters taking out their own lonely mook. Spider-Man perches on the overhead rail above his unsuspecting prey, quickly and quietly webbing up his limbs as he pulls him up for a punch to the face that knocks him out cold before webbing him to the rail. Blake quietly drops down behind a clueless goon, using her sheathed blade to strike his back and uses her ribbon to throw him into a shadowy alleyway as he's knocked out. And while one goon was minding his own business walking around, Shadow suddenly teleported before his face with a knockout roundhouse kick.

Shadow teleports near his teammates' location, who also seem about done stealthily cleaning up this section of the trainyard, "Is that all?" The hedgehog asks them.

"For now anyways." Spidey answered simply, shooing a webline to zip near Hammerhead's current location while leaving his teammates behind again without a care in the world.

"He's _really _a team player." The quiet Blake sarcastically remarks with his attitude before she and Shadow catches up with him.

Noir perches on a lamppost near and above Hammerhead. Blake and Shadow soon join him as they all stare at Hammerhead and his group standing next to a gate. "Let's go, get this open." His men did so as two men escorted a terrified man through the gate.

"Is that…?" Blake starts questioning the situation as she straightens up.

"That's one of the trainyard workers! What's this all about…" Spidey exclaimed as quietly as possible.

"Why? Why are you doing this?" The terrified trainyard worker asked the big man.

"Let's just say I don't want anyone stickin' their webbed nose in my business. The Spider-Man and his dame and rat tries to pull a rescue, you grease this stooge. Savvy?" Hammerhead ordered his nodding men as the trainyard worker started to whimper in fear.

"Yeah, boss." One of his men complied to the assignment.

"Good. Let's go." Hammerhead said, gesturing the rest of his men to follow him through the gate as it closes behind them.

"Did he just call me a 'dame'?" Blake remarked annoyingly.

"Better than a rat." Shadow remarked stoically, but a little annoyed as well.

"He shouldn't have brought innocent people into this. That just makes me mad." Noir held up his clenching fist, getting ready to beat down on some thugs.

The criminal goon watches over the scared trainyard worker with his gun, threatening to kill him if he makes a move or if he spots the Spider-Man and his shadowy friends. Unlucky him as Spider-Man spotted him first, taking him down with quiet webbing that sticks him onto a lamppost before he and his team secures the relived worker.

"You're the Spider-Man! Who are your friends?" The worker asked the noir spider.

"They're not friends. Just people here to help me stop Hammerhead, and we're gonna need your help with that gate without alerting attention." Spidey replied, not considering Blake and Shadow as friends yet.

"Sure thing, Spider-Man." The worker ran up to the gate to use his keys to unlock it for the heroes.

"Thank you." Peter thanked the worker for the assist.

"Glad to do what I can. But I think Hammerhead has more of my friends taken hostage." The worker tells the heroes there are more hostages to rescue.

"We'll save them. Don't worry. Go hide in a safe place and call the police." Blake advises the worker.

"Forget about the police." Spidey scratches off that horrible idea in his opinion.

"Why?" Blake glares at the untrusting spider.

"Experience has taught me never to trust a policeman. Just when you think one's all right, they turn corrupt." Spidey replied stoically, revealing he's really not the trusting type.

"In a world like this, that's understandable." Shadow agrees with Noir's opinion about the police, leaving Blake to lightly scoff but continues to follow along with the rules as they continue spying on Hammerhead in the shadows.

"So what is this thing Osborn's having you deliver?" One of his goons asked him.

"I'll tell you what it ain't: just a rock. Nah, it's got some kinda powers." Hammerhead replied.

"How'dya know?" The goon questioned his boss.

"How do I explain it? It's like…it's like it almost talks. Y'know?" Hammerhead answered, but his men are still a little confused as he continues explaining about the fragment, "If you listen to it real close, it speaks to you, like…like a dame. But no dame I ever knew. Cooing, or I dunno…whispering."

"Whispering?"

"Yeah. Soft and gentle…and low…WHADDAYA LOOKING AT!?" Hammerhead yelled after noticing his men staring at him strangely as if he's gone coocoo.

"N-nothing!"

"Guy's looking at me like I'm nuts."

"He's not the only one." Noir quipped quietly.

"The fragment talks?" Blake questioned.

"Who knows? Anyone unaccustomed to incredible power like that fragment would think they hear something." Shadow shrugged, walking around in the darkness silently taking out more punks while they hear Hammerhead shouting at his men.

"Get that gate open, you lousy jerks! What do I pay you for!?" Hammerhead yelled.

"Yes, sir!" One of his men responded.

"Come on! What are you waitin' for, Christmas?" Hammerhead asked, slowly losing his patience.

"You can't do this. You got no right!" Another trainyard worker shouts while being forced to do Hammerhead's bidding.

Hammerhead points one of his Tommy guns to frighten the worker that he means business, "See this gat? That's all the right I need, pally. Anyone else tries to get through, you squirt 'em with lead, get me?" He asked his men.

"Eww. Yeah boss. You can count on me, I won't let you down." One of his men volunteered to watch over this scared worker.

"Cut the balloon juice. I get it. Lest go over there and keep an eye out." Hammerhead replied, watching the frightened worker open the gate for him and the rest of his men to continue walking through the trainyard.

"So where'd you get that hunk o' rock?" One of his men asked, sparking a new conversation.

Hammerhead answers, "Jersey. Fell outta the sky in an explosion of light, lands in Grover's Mill. Osborn hears about it from some of our boys there, sends me out to fetch it."

"You don't sound so happy." His goon noticed his boss's unpleasant tone from being sent on a fetch quest.

"No? Listen to my voice. I'm thrilled." Hammerhead replied sarcastically. "The boss tells me to do something, I do it. I ask him my opinion, he tells me. He wants me to be his little errand boy…I deliver."

"He's got Osborn pulling his strings, I've got a floating-head lady. I'm starting to wonder which of us is more of a puppet…" Noir quipped lowly.

"Floating-head lady?" Blake quietly remarks to the nickname he gave Madame Web while looking at him strangely. Meanwhile, Shadow saves the another trainyard worker from some hooligans and receives his help with the gate so they could progress.

"You can't get away with this, you, you…scum!" The third trainyard worker bravely insults the flat-headed mobster as he too is being forced to open a gate for him.

"Yeah? How's your kneecaps? In good shape? Eh? Wanna keep 'em that way? Don't ever talk to me like that again." Hammerhead said with absolute menace to the worker's face, scaring him to cooperate as he turns to his men, "You know the drill. You see the Spider and his pals, you ice those jerks."

"Right, boss." One of his men complied.

The heroes are quick to work silently knocking out Hammerhead's goons guarding the area to save the worker. As they do, they can still hear Hammerhead talking to his own little group while they walk through the gate. "So, Osborn…" One of his goons started the conversation.

"Osborn's workin' my last nerve. He's got me, Vulture, all of us bosses collectin' these fragments – runnin' errands for him like bag boys." Hammerhead lowly snarled, starting to get sick of Osborn ordering him around constantly, "I'll tell ya what though. If Osborn thinks he's the only one who can appreciate the power of this thing, he's not as sharp as he thinks he is."

"You gonna keep it for yourself?" His goon asked.

"I'm gonna do what I'm gonna do. Don't worry about it." Hammerhead replied, implying he might use the fragment sooner or later.

'_I doubt a knucklehead like him can control that power if he used it.' _Shadow mocks the mobster in his thoughts while knocking out another goon with a silent punch.

"And what about Spider-Man? And the broad and the giant rat?" Another goon asked.

'_Now they're calling me a broad. Better than being called a giant rat. Sorry, Shadow. Though I feel more sorry for the moron who called him that.' _Blake remarks in her thoughts, using two of her enhanced clones to silently knockout more men.

Hammerhead darkly chuckled from his man's question, as he didn't seem to understand, "Ehhh…what's so funny?"

"You leave the Spider-Man and his new friends to me. They're not as sharp as they think they is either." Hammerhead replied.

'_I resent that.'_ Team Noir thought to themselves simultaneously.

Blake perches on a railing above the goon guarding the frightened trainyard worker. She silently switches her blade to its gun mode and equips it with Iso-Electric Dust. She carefully aims at the goon firing a paralyzing shot before dive-kicking him into submission, saving the shivering worker, "Are you hurt?"

"Y-Yeah…" The worker quickly stood up with some hesitation, "Who are you…?"

"Don't worry. She's with me." Spider-Man suddenly shows up with Shadow greeting the worker.

"Spider-Man?!" The worker exclaimed.

"We need your help tracking Hammerhead. Can you open the gate for us?" Peter asked him.

"I'm all over it, Spider-Man!" The worker nodded frantically, rushing to open the gate for the heroes that leads to a warehouse.

"It'll be risky going through the front door." Shadow said.

"Not to mention idiotic. We'll go through that vent up there." Spidey points to the side of the building with a vent gate open.

**BGM End**

The serious webslinger crawls up into the vent as Blake does some parkour to get inside herself, while Shadow simply teleports himself inside. The gang landed in a large vent system. They looked down to see they were over Hammerhead and couple of his men with the guns with flashlights turned on. The silent trio kneeled down looking down.

Soon, one of Hammerhead's men came running through the front door. Hammerhead turned to him with guns still in his hands as his men turned too. "Don't tell me you haven't killed them yet." Hammerhead said lowly.

"They – They've been tearing the place apart. Freeing the hostages, ripping the gates up, knocking out the guys." The man responded nervously.

"That so?" Hammerhead responded.

The frightening mobster walked towards him and smacks his gun on his face so hard he fell to the ground near-death, bleeding intensely from the side of the face.

The other men stepped back in shock, "Holy…"

"Told him not to tell me. All right now. Time to step it up." Hammerhead turned away and started moving forward to the next room as his two men followed, leaving a bleeding man on the floor.

**BGM-Spider-Man: Shattered Dimensions OST-Ganglands (V2)**

Team Noir stood up and started to walk carefully and slowly on top following Hammerhead. "Spider!" He yelled while walking. "You out there? You hear me? Hear this: it's war now. After tonight, you're gonna need a _pallbearer_ – and I'll be at your service! I'll be nice and even bury you with your rabid rat pet! And your girl…" Hammerhead then chuckles, "She'll be right beside me."

Blake quietly scoffs, glaring down and continued walking carefully, "Cute." She muttered quietly.

Hammerhead finally stopped in front of a door to the next room, "You two stay put. They'll be coming through here after me. Your job is to stop 'em. And if you don't – you'll wind up like that jerk. Believe it."

"Wh-where are you going?" One of his men asked a little nervous.

"Me? I gotta put something together for when they get past you guys." Hammerhead says while opening the door, "Not that I don't have total faith in you…but I don't." He then walked through the door and slammed it shut as his men stood guard unhappily.

"Thanks for the vote o' confidence." One goon said sarcastically.

"Yeah! Thanks, Hammerhead. Go climb up your thumb."

"Sorry, fellas. I'm about to prove him right." Noir replied, almost amused.

The silent spider used his Spider-Sense to locate a vent panel to pull down with his webbing. His teammates walked through the vent behind him as they entered another room, dropping down on a platform above more of Hammerhead's men. _'Enjoy creeps,' _said Hammerhead through a PA system, _'I got my toughest men in here and they ain't leaving until you stop sucking air.'_

"Yeah? Let's see how tough they are." Noir muttered. He turns to his teammates for a moment, "I'll take the top. You two take the bottom." He ordered.

"You really like being alone, do you?" Blake quietly quips.

"What gave you that idea?" Spidey remarks, web-zipping to the top floor.

"That guy has some problems." Blake stated, again annoyed with his loner attitude.

"You said it yourself. Different universe, different rules. A different Spider-Man." Shadow responded, dropping down before Blake.

On the top floor, Spidey Noir clings to the shadows as unknowing thugs walk past him. He webs one up and yanks him to the wall to be punched unconscious before dropping down and yanks the other one to get punched and webbed to the floor, "You're _all _in." He quietly quipped to his webbed foes.

On the bottom floor, Shadow and Blake use a little teamwork against their foes to take them out quickly and quietly, while also teaching a lesson to Noir about teamwork. The hedgehog throws several Chaos Spears at once that paralyzes the goons, leaving Blake to use her clones to simultaneously knock them all out with a silent strike from her katana, "Night night." Blake whispered.

"You two sure took them out fast." Spidey regroups with his teammates.

"It's called teamwork. Maybe you can learn a thing or two from it." Blake remarks with a serious glare at the loner spider.

"When I have the time for it, sure." Noir quipped.

Shadow shushes them up, "Enough arguing. We need to focus finding Hammerhead." He whispered.

Spidey sighs as he's also getting tired of his arguing with Blake, "Fine. Follow me. Spider-Sense should tell us where to go." He leads his team into a room full of crates and boxes, but suspiciously no sign of Hammerhead or his men.

**BGM End**

The trio decided to walk forward carefully, each of them getting a feeling they're about to run into a trap. That was when Noir's Spider-Sense started buzzing like crazy, as it points to Hammerhead immediately firing his guns at them.

"MOVE!" Spidey shouted, flipping out of the way.

"WHOA!" Blake shouts, dashing and flipping with some use of her shadows while a grunting Shadow hovers and dodges the rapid gunfire filling the room.

"Anyone hurt?" Spidey asked his teammates, starting to show signs that he cares for their well-being.

"We're fine!" Blake replied.

"You think you can take me?" yelled Hammerhead. "Come on and have a go if you think you're hard enough!" He soon ran out the door leaving it open.

"Get back here, coward!" Shadow insulted and ran out forward out the door before Spidey and Blake followed him.

The reluctant team quickly ran into what appeared to be a small coliseum surrounded by train cars and tracks that connect to different areas of the trainyard. "Show yourself, Hammerhead!" Blake looks around for any sign of the mobster.

"Hey, Spider. The girl and the rat."

The heroic trio face forward looking at a train car turner in the middle of the coliseum. On it, Hammerhead had installed a large rapid power machine gun mounted on ready to fire, "Wanna go a few rounds?" He asked with a sinister grin as he turns around facing them with his new weapon.

Blake quickly took out her weapon in a fighting stance and Spidey and Shadow went into a fighting stance of their own. "Trust me – it'll only take one." Noir taunted.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Hammerhead - The Hammer Falls**

As soon as he heard that taunt, bullets started flying at an alarming rate. The heroes quickly moved out of the way while Hammerhead cackles wildly, taunting them shouting, "I'll slice ya to ribbons!" The heroes found cover behind a pillar across from each other as the bullets were still flying.

"For a weapon from the 30s, it's sure packing a lot of bullets." Shadow quipped, wondering how many bullets are in his machine gun.

"Can't get close enough. He's too fast with the trigger." Blake said.

"I have a plan to take him, but I'm gonna need you two's help for it." Spidey said, admitting he'll need their assistance to defeat Hammerhead for this moment.

"You admitted it." Blake quipped.

"Shut up! I need you two to keep his eyes off me so I can strike him from the back." Noir ordered.

"I can use my Chaos Spear to disable his gun if it'll help." Shadow suggested.

"That could work. Just keep him distracted." Noir reminded them.

"Come out, come out, wherever you are…" Hammerhead stops his bullets for a moment while scanning for any of the three heroes. In a split second, he managed to spot Blake running around his arena, "Find ya, girly!" He instantly started firing on the huntress cat as she's running away from his bullets. While Hammerhead is firing on her, he quickly notices another Blake running around in the opposite direction, which leaves him a little confused, "What the?! Two?!" He turned his gun firing on the other Blake, not aware she is capable creating shadows of herself as another one is seen running to the left again, "How are ya doing this, kid? What are ya?!"

"Nothing but a shadow!" Blake responded.

"I concur!" Suddenly, Shadow jumps above the coliseum charging up his Chaos Spear. "Chaos Spear!" He shouts, firing it at the distracted Hammerhead's machine gun, disabling it with powerful electricity.

"What did you do to my beaut?!" Hammerhead asked angrily, frantically trying to reactivate his gun.

"You're just as pathetic as another flat-headed moron we know." Shadow insulted, comparing this Hammerhead with the one from his universe.

"Wha?" While Hammerhead is left confused and angered by the hedgehog's insult, Spidey was given the chance to attack him from behind. He launches several weblines on the surprised mobster and lunges towards him, clinging onto his body to brutally punch his face several times until he had enough.

**BGM End**

"No more…please…please…I give! I give." Hammerhead begged, seemingly giving up. Shadow and Blake remained suspicious, as they know their Hammerhead is not one to give up so easily in a fight, but they have acknowledged this universe is different from theirs so maybe this Hammerhead isn't as stubborn as their own.

"Had enough, huh? Now, hand over that ro-." Before Spidey could finish, Hammerhead quickly reared his head back and headbutted him with his thick head, sending the spider flying a good distance back and landed on the ground on his back.

"SPIDER-MAN!" Blake yelled.

Before she could do anything, Blake was too sent flying when Hammerhead came bashing in with his head up front like a human bulldozer, headbutting her to a wall that put a big dent on her Aura. Shadow was going to attack him with a Homing Attack, but Hammerhead was able to deflect his attack with this thick head, sending the hedgehog crashing through a pillar.

Spidey slowly started to stir, but his wrist was quickly stepped on causing him to go back down. Hammerhead looked down at him with a smirk on his face, "Sucker." He smugingly taunted before quickly running off.

"Arrh…cheap shot!" Spidey yelled as best as he could. He stood up as fast as he could and looked around for his allies. He saw a wounded Shadow standing up from the rubble that collapsed on him after being deflected through a pillar. He then heard a weak groan from Blake suffering a migraine while bleeding a little on the chest. "Kid! Belladonna!" He hurried to her side. "You okay?" He sincerely asks the faunus while helping her up on her feet.

"I'm…fine…My Aura took the blunt of his headbutt…Still really hurts though." She groaned.

"Take it easy." He said softly, before turning to Shadow, "How are you doing, hedgehog?"

"It'll take more than his thick skull to keep me down. But we need to keep moving, before that fragment falls in Osborn's hands. Or worse. Hammerhead starts using the fragment for himself." Shadow said, wanting to get a move on.

Spidey nods in agreement and saw a nearby open window into the warehouse. He holds onto the recovering Blake as he shot a webline over there and pulled themselves towards it, entering the window as Shadow jumps in with them.

As the trio stood on a platform inside the building, Shadow looked down spotting several goons patrolling the area. He looks back at Blake, who's still recovering from Hammerhead's brutal headbutt, "Can you still fight, Belladonna?" The hedgehog whispered to her.

"Yeah. Give me a sec…" Blake rubs her aching head.

"I'll give you a minute. Spider-Man, watch over her while I clean up the area of the trash." Shadow instructed before teleporting away to takedown the goons.

"Thanks for the lift over here." Blake thanks the noir hero.

"Just didn't want you to slow us down." Spider-Man crosses his arms stoically.

"What's your deal? Why do you have a hard time trusting people?" Blake asked, wanting to use this time to learn about this Spider-Man's backstory and why he's more moody than the other spiders she knows.

"Cause the last time I trusted someone, he was in league with the Goblin." Spidey quietly replies while suppressing his anger over a past event.

"He?" Blake questioned curiously.

"His name was Ben Urich. A reporter from the Daily Bugle. Had enough info to put against corrupted politicians and underworld criminals like Osborn. But he didn't use that info against Osborn. He instead used it to blackmail him in order to get enough money to feed his secret drug habit. He betrayed me. What's worse, he was the guy who inspired me to become Spider-Man. That's why I prefer being a solo act." Spidey Noir explained a piece of his history to the faunus on why he's not much of a team player.

Blake was a little shock to hear this. The Ben Urich from her dimension would never blackmail anyone for his own selfish needs. She could also sympathize with him to some regard, slowly learning about her new teammate, "I'm sorry. I had no idea." She said solemnly.

"But now you do. Why I don't trust people, especially those from future, alternate dimensions who doesn't understand the world I've lived in all my life." Noir replied with a serious, subtle angry tone.

"Spider-Man! Belladonna!" Shadow shouted from the bottom floor, now clear of petty mooks. "It's time to get a move on!" He ordered, not revealing he also gave enough time for those two to establish a better partnership between each other.

**BGM-Spider-Man: Shattered Dimensions OST-** **Ganglands (V3)**

The spider and cat quickly regrouped with the hedgehog as they exit the building into another wide trainyard. Spidey shot a webline and swung on a structure above. _'And along comes the Spider and his annoying friends.' _Hammerhead's voice spoke from the PA system taunting the heroes. _'I had a feeling you'd make short work'a those other jerks. This might be a little more difficult for ya. Five of my best trigger-men. Five hostages. And you three are such a bleedin' heart, you'll wanna rescue 'em, won'tcha? Heh heh. Good luck. My boys spot ya – even for a second – and you'll wake up in hell.'_

"You're a pip, Hammerhead." Noir muttered.

'_Sayonara, creeps.' _Hammerhead again chuckled darkly before fading out.

Peter groans, "The floating head lady sure walked me into it this time!"

"We need to cooperate. Stick to the shadows and make our play." Shadow said.

"Right. Take these palookas down one by one." Spidey agreed to his plan.

"I can summon two clones to help us out. Make things easier." Blake nodded, using her enhanced Semblance to summon two clones of herself, temporarily making them a team of five.

"Scatter." Shadow orders and the team leaps around the trainyard quietly.

Shadow arrives at a section of the trainyard that has a hostage. He's captured behind a gate in a train guarded by several of Hammerhead's men. With his frightening speed and the ability to teleport through spacetime, these chumps were utterly useless and taken out in seconds flat against the Ultimate Lifeform. Once the mooks were down, Shadow effortlessly ripped open the gate that trapped the scared hostage.

"W-Who are you? WHAT are you?!" The shivering man asked the black hedgehog.

"I'm Shadow the Hedgehog, ally of Spider-Man. And I'm here to rescue you." Shadow introduced himself to put the man at ease. Using Chaos Control, he teleports himself and the hostage to a safe place for him to hide, "Stay here. Go when the area is clear." He ordered the man before returning to the trainyard.

It took a while, but Blake is starting to get a hang of her upgraded Semblance. Her clones can appear physical without the need using Dust, and can travel as far as they want they while maintaining a small link between themselves. One of her clones strikes down about three foes with fearful takedowns while the other uses Iso-Ice Dust bullets to freeze her enemies. Both clones saving their respective hostages. _'You know, I think I'm getting used to this.' _Blake smirked, finally taking a likening to her new power as she silently defeats her squadron of baddies and rescues the fourth hostage.

Meanwhile, the Spider-Man had just saved the final hostage after webbing up the jerks guarding him and took him to a safe place. "Run and get to a safe place." He instructed the man. As he watches him run away from the trainyard, Spidey also sees the other hostages have been freed by his teammates and are also running away, _'Huh. Guess this teamwork stuff has its quirks after all.' _He thought, slowly admitting having allies by his side to help him in a mission is not so bad.

The webhead zips over to a metal bar regrouping with his teammates. "Are all the hostages saved?" He asked them.

"Yeah." Shadow nodded.

"Now we need to find Hammerhead and the fragment." Blake said.

**BGM End**

Then, on a walkway across from where they're standing, a clanking sound made across the walkway. The heroes look forward to see Hammerhead himself, looking mad. And in his hand, it's the fragment they've been searching for.

"Give up the fragment, Hammerhead!" Shadow called him out.

Hammerhead glares at the heroes a distance away, "You want this, tough guy?" He countered. "Come an' take it. Just you and me, Spider, mano a mano." He challenged the Spider-Man to a confrontation as he quickly runs off.

"That suits me fine." Spidey quickly shot a webline and pulled himself forward, leaving his teammates behind again.

"Wait! It might be a trap!" Blake shouted.

"That idiot." Shadow scowls before the two run off after him.

Spider-Man Noir flew over the walkway and landed on the ground, but everything was dark. Hard to see through. At that moment, his Spider-Sense tingled as the spotlights suddenly flash on him, revealing he's surrounded by still cargo train cars with some of Hammerhead's men in view with guns pointed at him.

"Finish him, boys!" Hammerhead orders from a distance.

"You miserable, lying snake!" Noir yelled, barely dodging an incoming train zoomed by on the track.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Hammerhead - The Hammer Falls (Fragment Mix)**

Gunfire flies onto the battle arena that's making it harder for Spider-Man to survive in while dealing with the other several goons that want to get close and personal with the wallcrawler. "I sure walked into this one!" He berated himself, dodging punches and counters them with some of his own. He yanks a goon's face towards his knees to feel painfully, flipping away from two other goons before web-shooting them in the face, blinding them to his web-strikes until he had to dodge another zooming train.

"Keep firin'! He's dead meat this time!" One of the shooters from above told his fellow men to keep shooting down on the webhead, making it hard for him to dodge their bullets. Luckily, his backup arrived in the form of Shadow using his Homing Attacks knocking out the shooters on one side, and Blake using her blade and shadows to cut down the shooters from the other side.

The two then dropped down to assist Noir against the small army of henchmen. "I TOLD you this would be a trap!" Blake berated the spider for falling for such an obvious ruse.

"Berate me later!" Spidey retorts, while punching away another goon.

Blake strikes down another goon as she continues arguing with the loner spider, "I know you prefer working alone and have trouble trusting others, but it's time you start trusting us! If you don't, all of our realities will be destroyed! Do you REALLY want that to happen?! Didn't your uncle ever teach you the motto, 'With great power comes great responsibility'?!"

"No!" Noir responded. "What I've been taught is that, 'If there is too much power, then it is the responsibility of the people to take it away." He retorts while uppercutting another man.

"Then if someone like Goblin gets these fragments, it's our job to work as a team to take them back or else whole worlds will be in danger! Got me?!" Blake responds, blocking a punch with her blade and then counters with a kick. Her ears twitch warning her of a speeding train that almost slammed into her if Spider-Man didn't pull her away at the last second, "Thanks."

"Don't mention it…partner." Spidey replied, making Blake smile that he's finally easing up on her.

"And what about Shadow?" Blake asked if he sees the hedgehog as a true partner as well.

"He's long gained my respect." Spidey quipped, watching the deadly hedgehog easily whooping Hammerhead's men in a breeze.

"Oh funny." Blake remarks dryly with a deadpan look.

Hammerhead gritted his teeth as he watches his men get demolished by the heroes, "You idiots! I want this done. Bring in the big gun!" He yelled.

"More guns?" Spidey asked tauntingly. He then heard stomping that got his Spider-Sense tingling. He turns around looking at a large man with equally large muscles carrying a large hammer approaching him and his allies. "Oh, he means this guy." He responded quietly. The large man quickly swung his hammer on the webhead, but he quickly flipped outta the way, "Sharp outfit. What are you supposed to be?" He quips while avoiding a violent slam from the silent guy, "The strong, silent type. Gotcha."

The large brute charges at the spider as he jumps over his head and fires a few web shots to stun him for a little. Shadow teleports in with some brutal kicks to his face while Blake yanks away his hammer using her ribbon. The brute managed to punch the hedgehog away and re-grab his hammer away from the faunus. He smacks his weapon on her, who uses her weapon to block his strike but was still blown back a few feet a little staggered. Shadow quickly recovered and barrages the big guy with several, lightning-fast Homing Attacks that are near-impossible to avoid, leaving him open for a swift kick to the face from Blake. Spider-Man then lands on his head punching it repeatedly before finally stomping him into submission.

**BGM End**

"Timber." Spidey darkly quipped.

"And you say that was your best guy? What else ya got?" Shadow mocked Hammerhead as they come to confront him.

Two of his men above exchange looks with one another before one of them says, "Nuts to this! Let's beat it!" He shouted.

"Right behind ya!" The other man agreed, running away with his partner as none of them want to fight the vicious Team Noir.

"Yeah, run away." Blake added before looking at the steaming Hammerhead.

"You idiots! You're all worthless!" Hammerhead gritted his teeth harder, yelling as he quickly ran through the door.

"After him!" Shadow commands as they chase him down.

"I'm coming for you, Hammerhead! Time for that 'mano a mano' we talked about earlier." Spider-Man taunted.

"And me?" Blake teased.

"Ladies first." Peter quipped.

"If she can keep up with me." Shadow smirked, running at supersonic speeds through the door ahead of the swinging Spider-Man and the acrobatic Blake.

The heroic trio ran out the door as they find themselves on a dirt path that leads to a worn-out tall circular building. "Hammerhead is over there. I just know it." Spidey ushered using his Spider-Sense. But then, his head buzzed like crazy and the ground suddenly shook the three. They stumbled and quickly looked ahead to see strange yellow lights flashing out of the building. They also heard Hammerhead laughing insanely as if he's experiencing something very good at the moment, which got the heroes extremely worried.

"What did he do?" Blake frowned.

Shadow scowls, "Damn. He must've used the fragment. I can feel it's power from here."

"What should we do?" Blake asked with some worry and seriousness.

"Simple." Spidey responded. "We beat the crap outta him. This time, the hammer falls!" He declares that this time they'll defeat Hammerhead.

Team Noir entered through the door, a little above a small area where they looked down to see Hammerhead, and what has happened to him. His forehead looks to have expanded with cracks of energy and his Tommy guns are fused into his hands.

"The hell…" Spidey muttered.

"What happened to him…?" Blake blinked in a mixture of amazement and shock.

Shadow simply scoffs, unfazed by Hammerhead's new power as he's seen worse, "Hmph. A slight improvement for you, Hammerhead."

Hammerhead looks at them with a dark smile, "I shoulda used this rock sooner! First I'll get rid of you three," He points his new hand at them, "Then I'll get rid of Osborn! I'll OWN this town! Ready for a REAL fight, tough guy?"

"Mister…" Spidey immediately jumps down alongside his teammates as they all take a fighting stance, "We were made for it."

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Hammerhead - The Hammer Falls (Fragment Mix)**

Hammerhead cackled darkly as his enhanced bullets are fired at insane speed at them, forcing them to dodge as best as they could from his powerful bullets. Shadow jumps to the air charging up energy in his hand, "Chaos Spear!" He shouts, firing several energy projectiles at Hammerhead. The enhanced mobster easily blocks his attacks with his right gun-hand, then deflects his followed-up Homing Attack before firing a rocket from his guns that blows the surprised hedgehog away.

"Oh great! His new hands are also rocket launchers! It'll be hard fighting him up close with those!" Spidey remarks, running away from the rockets and bullet storm while trying to do any damage with his web shots from a safe distance.

Blake lunges at the distracted Hammerhead alongside her clone as the two strike in unison on his back. That attack barely scratched him and only accomplished annoying him. "Your little tricks won't work on me no more, girly!" He snarls, blasting the Blakes to oblivion revealing those two were just clones.

"Don't worry!" The real Blake stands on top of a lonely engine while shooting at the seemingly invincible Hammerhead, "I still have plenty of tricks left up my sleeve!" She taunted.

"You won't have a sleeve once I fired THIS!" Hammerhead fires a rocket at her.

Blake backflips away from the rocket and jumps down behind the engine for cover, "Nice shot! Looks like the fragment didn't improve your aim!" She taunted him as it would appear she has a plan in mind, and it might involve the engine she's hiding behind.

Hammerhead growls as he unknowingly follows her plan by shooting explosive rounds at the engine she's taking cover. Suddenly, the engine blew up and covers the whole arena in a thick smokescreen that's hard to see through except for someone like Blake. Since she's a faunus, she also has the innate ability to see through the dark. "Can't fire who you can't see!" Blake taunts Hammerhead as he has a hard time seeing through the smoke. She then charges on him with her blade, slashing him multiple times while his vision is impaired from the smoke.

"Spider-Man! Go above!" Blake instructed him to perform the follow-up attack.

"I getcha, cat." Spider-Man understood her plan and web zips to one of the broken beams above the arena. As Blake dodges Hammerhead's bullets through the smoke and manages to push him under Spider-Man's position, the brutal webhead attaches several weblines on the mobster's back for the spider to be pulled and stomp on his back, dishing out painful damage.

"Shadow, you're up!" Spider-Man signals to the hedgehog.

As the smoke starts to clear up and Hammerhead slowly stands up shaking his pained head, he spots Shadow charging up his Spin Dash powered by his chaos energy, "Chaos…" The black hedgehog then boosts at incredible speed through the bullets towards Hammerhead while surrounded in an angry red aura, before shouting, "BLAST!" attacking him with a highly explosive Spin Dash that even Hammerhead had to admit it hurts.

"AAAAARGH!" Hammerhead growls in pain. Surprisingly, he stood up from that explosive attack without saying much of anything, surprising the heroes. "RAAAAAAAAAAAAGH!" He roared so loud the windows in the room almost shattered as he explodes into a glowing bright red and orange aura.

"Great plan, Belladonna! We only managed to piss him off!" Spidey remarked as the worried heroes barely dodged numerous explosive rounds, with only him and Blake taking damage while Shadow escaped the barrage just fine with his Chaos Control.

"He still took damage! We just need to keep dishing out more." Shadow said, leaping away from his rapidfire bullets and counters with more destructive Chaos Spears.

Blake jumps above the bullets to fire her own special technique. "Genmu Zero!" She launches a giant purple crescent wave from her Gambol Shroud at a killer speed targeted on Hammerhead. The enhanced super-criminal sees her attack and decided to ram through it using his thick skull, breaking through her attack. "What?!" Blake was in shock that her attack failed, leaving her to get headbutted and pinned to the wall at Hammerhead's mercy.

"Say goodnight, kid!" Hammerhead points his gun directly at her face, preparing to kill her.

"DON'T TOUCH HER!"

Hammerhead was then distracted by the loud yell coming from Spider-Man as he lunges towards him with a lightning-fast web strike that knocks him away from Blake, slamming him into a wall. The noir web-slinger slammed his fists relentlessly on his face, showing no signs of letting up even for a second. "That won't work on ME!" Hammerhead tries to counter with his signature headbutt, but Spidey jumped away from it this time.

"Neither will THAT!" Spidey zips back with a hard left hook on his face to continue beating him up. The webhead kicks him away to receive a powerful Spin Attack from Shadow and a shadowy strike from the recovered Blake. Hammerhead tries to attack them only to miss severely as Spider-Man leaps in with a painful dive kick to the face that finally topples the mobster for good.

**BGM End**

Each member of Team Noir was panting heavily from their tough battle that they managed to win over Hammerhead. Suddenly, the fragment emerged from his unconscious body and floats above it waiting to be collected from the heroes.

'_Thank you, Spider-Man. Ms. Belladonna. Shadow. The "floating head lady" appreciates your assistance.' _Madame Web said in a dry voice, remarking from the nickname Spider-Man gave her earlier.

Shadow stands around with his arms crossed smirking, while Blake gives out a little giggle at the embarrassed spider as he grabs the floating tablet piece, "Heh…yeah, uh…sorry about that." Spidey said. He turns around facing the allies he's slowly developing a soft spot for them, "Alright. I'm going to trust you two, but don't go proving me right."

"Sure." Blake smiled.

"You're still more tolerable than our Spider-Man." Shadow stated.

"Is he really that annoying?" Noir asked, curious to know a little more about his counterpart.

"He's a little too 'cheery' for this world. He wouldn't last five seconds from what we just went through together without speaking a word." Blake joked.

Noir chuckled from her little joke while looking at his fragment, "Heh. I suppose you're right."

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: I did warn you people there'll be delays to some chapters as some of them will be very long. Perhaps the next one won't be as long. We'll see.**

**Blood Spider: First off, I'm not doing House of M. Secondly, why did you write those comments in the first place and want me to waste my time deleting them afterward? What were you thinking beforehand?**

**Guest (from chapter 3): Just wait until the Edge of Time adaptation. Who's to say I won't change things up? Who's to say Spider-Man won't be the only one to die in that story?**

**Next time: The Goblin of the future!**

**Question of the Chapter: Discuss the growing relationship between Team Noir and Spidey Noir's development?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	5. Issue 4: Goblin Nightmare

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Spider-Man Noir: Say your prayers! Here comes the Spider-Man! It wasn't my choice, but I had to work together with a cat girl and a talking hedgehog if I want to save my world from the power of these fragments. One of them was in the hands of Hammerhead, The Goblin's lieutenant. He used its power to merge his guns into his hands. Pretty freaky. And regardless what I said about those other two, they did put in some work helping me stop Hammerhead. I'm gonna trust them for now until we find the other fragments.**

**BGM End**

* * *

_Issue 4: Goblin Nightmare_

**Nueva Vale (2099 A.D.)**

Spider-Man 2099 swings through the skies of his futuristic city in the year 2099 while testing out the new power he was given by Madame Web, "This new 'spider-sense' is a trip…" He comments about his new sixth-sense that allows him to perceive threats moments before they happen. He swings by flying cars using his Spider-Sense to locate another piece of the Tablet of Order and Chaos with his teammates, Tails and Weiss, by his side, "How're you two likening 2099 so far?" He asked them.

Tails happily flies pass the floating traffic with a smile of amazement stuck on his face, "Pretty cool! It's like we're on a totally different world! If the fate of reality wasn't at stake, I'd be geeking out on the different technology I would LOVE to have the chance to study!"

Weiss flies around riding on her summoned Nevermore exploring the futuristic version of her home. She is constantly stuck in awe, smiling, as she passes by commercialized images of heroes from the Heroic Age like Wolverine and Hulk. Advertisements of Rings and Dust on sale that don't even exist in her era yet. She even passes by holographic billboards that encourages young teens to enroll in Beacon Academy.

"Amazing…Beacon Academy still exist in the future?" Weiss asks with a happy smile. While flying around, she also spots a Schnee Dust Company building not far out in the distance in the city that really made her happy, "And over there. It's a SDC building! Incredible! I simply can't believe my family's company is still around in this era!"

"Tol'ja." Miguel replied, referencing one of their conversations from their last adventure. "The Schnee Dust Company is one of the biggest megacorporations that discover and supply countless Dust across the world that you wouldn't find anywhere else that don't exist yet in your era. They're also one of the leading companies in direct competition with Alchemax and nowhere near as corrupt as them. All that thanks to you when you took over."

"Really…" Weiss was briefly stunned by this future news that her actions would most definitely lead her company into a brighter future. The stunned heiress almost immediately puts on her brightest, most adorable smile ever after hearing that, "Sounds like I have my work cut out for me. Say, who's running the company right now. Is it one of my descendants?"

"Oh sure." Miguel answered.

"What're they like?" Weiss asked.

"I'm not spoiling."

"C'mon! I doubt it'd change history THAT much."

"You'd be surprised." Miguel quipped. "I will say she can be quite a handful sometimes, but still make a much better boss than the one I have right now at Alchemax. She once offered my secret identity a position to work in her company, and a few times tried to hire Spider-Man as her bodyguard whenever I was around to help her out. She can handle herself. She's as strong as you." He described a little of what Weiss's descendant is like to her.

"Wow. Can't wait to meet her when she's born, if I live long enough for that day." Weiss smiled greatly.

"I think that's enough future sight-seeing. Have you found a fragment yet?" Tails asked the future spider.

Miguel jumps off his webline before firing another one from his spinnerets. His head starts buzzing but isn't completely sure what it means yet, "Hmmm?"

"What's wrong?" Tails asked.

Miguel responds, "I'm not sure. Either I'm not used to my spider-sense yet, or I'm sensing one of the fragments…closing in on me?"

Team 2099 looked around as best as they could of incoming fragment, when suddenly, a winged creature slammed his claws on Spider-Man, who then slammed into Tails and finally Weiss off her Nevermore. The three crashed simultaneously against a tall building before painfully sliding down onto a platform below.

"I'm already hating the future." Weiss groaned.

"Ugh…I was right. Well, at least we found it!" Miguel groans as he rubs his head.

As Tails starts getting up from the fall, his eyes gaze at the mysterious attacker before them. A creature slammed down in front of the trio. A cybernetic winged creature donning purple and orange armor with red eyes and a mask resembling that of a smiling demon. "W-What in the world is THAT?" Tails exclaimed.

The heroes tried to secretly ease their way back to the edge, but the creature stopped them with a smile, "Ah ah ah! Don't fade on me yet!" Before any of them could move, the creature grabbed Miguel by the neck as he struggles to break free and not choke.

"What are you supposed to be? A demonic kumquat?" Spidey joked.

"You can call me…THE HOBGOBLIN!" The Hobgoblin of 2099 introduced himself before bringing a struggling Miguel closer to his grinning face, "Every Spider-Man needs one."

"The Hobgoblin?! There's a Hobgoblin in 2099?!" Tails remarks with shock on his face.

Weiss groans with a tired look on her face, "I'm getting sick of all these Goblins."

The future Hobgoblin briefly turns his attention to the young heroes with a creepy smile on his face still, "Interesting. It's a Schnee and a fox, but something tells me you two don't belong here. Shouldn't you be long dead?"

"Shouldn't you?!" Weiss retorted. "There's NO WAY the original Hobgoblin survived all these decades into the future!"

"And news flash, 'Hobbie' – you're not my first Goblin." Miguel added.

"Ah! But this Goblin has ONE thing the others never had…" Hobgoblin quickly reveals the Tablet fragment in his possession that immediately gets a surprised reaction from the trio.

"The fragment!?" They yelled.

"Yeees! And with its power, I'm going to tear this world APART!" Hobgoblin cackled wickedly as he drops Spider-Man to his doom.

"Spider-Man!" Weiss shouts to her horror, too distracted for her or Tails to avoid the sudden slap from Hobgoblin's wings that sends both free-falling to their doom as well.

**BGM-Spider-Man: Shattered Dimensions OST-VS Hobgoblin - Unfriendly Skies (Fragment Mix)**

"WHOOOOOOOOOOA!" Both Tails and Weiss yelled as they are falling from an unspeakable altitude next to Miguel as the three notice Hobgoblin cackling manically as he flew off and flew down further below them.

Miguel clenches his fists in anger as he promptly adjusted himself with his web-cape into a free-fall position, "Hope you two practiced your skydiving routine! We're going after him!" He said to his teammates.

"This is a little scary! Never imagine I'd be skydiving in the future from this great distance!" Tails said frantically while quickly using his tails to adjust himself and then dive further.

"Luckily my upgraded Aura decreases my gravity while I'm in the air to survive stunts like this! Hopefully it's enough!" Weiss shouts while also adjusting herself accordingly, diving further and further down alongside her teammates.

Hobgoblin continues to laugh insanely while flying down the city. The crazy cyborg turns his head around noticing the heroes are intensely pursuing through from his behind, "Falling for me? How sweet!" He joked before cackling again.

Weiss angrily grunts, "This Goblin is just as annoying as the others!"

Spider-Man is the closest approaching Hobgoblin but oncoming traffic is making his pursuit a little difficult, "Be careful of oncoming traffic!" He yells at his teammates. Miguel dodges the traffic perfectly thanks to his months of experience with this kind of thing. Weiss and Tails let out small screams and immediate twirls to their bodies dodging the flying cars honking angrily at them.

"Sorry!" Tails yelled back at the honking cars.

Weiss spots the Hobgoblin getting away so she looks at Miguel with a plan, "Spidey! Bounce off this!" She forms a glyph on the bottom of his feet.

"Thanks! This'll give me the boost I need!" Miguel pushed himself off her glyph, finding himself diving faster than before to Hobgoblin. The webhead quickly shot a webline as it attaches to Hobgoblin, then pulls himself onto his back.

"Hey! Get your own ride!" Hobgoblin shouted while trying to shake him off, but the spider is completely clinged onto his back as he starts relentlessly punching his head, causing the goblin to spin and crash into various structures that only serve giving him pain while Spidey continues to pummel him.

"Tails! Grab ahold!" Miguel spins a webline for Tails to grab. As Miguel throws him onto Hobgoblin, the yellow fox is curled into a spinball and slams onto the villain's back painfully.

"Get off!" Hobgoblin finally shook the two off before diving through an open tunnel entrance. "See you around!" The cyborg cackled while escaping his pursuers through the tunnel.

"He's getting away through that tunnel!" Weiss pointed as they freefall into the tunnel, still in hot pursuit despite the incoming obstacles impeding the chase a few times in rapid succession.

"Got an idea! Weiss, you pull me back while I prepare a slingshot!" Miguel suggested.

"Okay!" Weiss agreed to his plan.

The future web warrior launches two weblines across from each other to form a quick slingshot while in freefall. Weiss uses a black glyph to quickly pull him backwards and steadily aims at the retreating Hobgoblin. With a loud grunt, Weiss launches Spider-Man from his slingshot as he dives down faster than ever before. His new incredible speed helps him dodge all incoming obstacles perfectly so nothing will break his momentum when he dropkicks on a surprised Hobgoblin's back. Miguel makes completely sure the villainous cyborg takes the full blunt of the crash on a platform down below. Meanwhile, Weiss flips from a glyph and lands safely while Tails flies down with his tails.

"That's gotta hurt!" Tails smiled, thinking there's no way Hobgoblin could've survived the fall.

"Nice try!" To their utter surprise, the taunting Hobgoblin smiles and quickly flaps his swing and hovers again, "But my nanofiber wings broke the fall."

"Nanofiber?" Team 2099 said in unison, though it sounded like Miguel has more of an idea what the material is while Tails sounds curious and Weiss a little confused.

"How'd you get your claws on that?" Miguel questioned.

"Oh, wouldn't you love to know?" Hobgoblin chuckled as he flew a little farther off the platform.

"Yeah. That's…why I…asked." Spidey responds with an annoyed tone, glaring at the winged cyborg who looks ready to brawl.

Hobgoblin cackles again and again constantly as he takes out his signature Pumpkin Bombs and repeatedly throws them from a distance while still hovering in midair. "Bombs away!" He throws several bombs at the flipping Spider-Man using his quick speed and afterimages to avoid getting bombarded. "Look who's running scared!" He briefly turns his attention at Tails and rains a couple of bombs down on him.

"These bombs are powerful! Too powerful to survive!" Tails observed, while flying away before almost getting caught in a large explosion.

"Don't mind me! I'm just doing a little REDECORATING!" Hobgoblin cackles, throwing several bombs aimed at Weiss this time.

"Would you please just SHUT UP!?" Weiss shouts as she flips away from the explosive bombs. One bomb almost hits her, so Weiss uses a little quick-thinking and reflects the bomb with a glyph back at Hobgoblin. The bomb exploded in his face, knocking him down onto the platform for a chance to counterattack. Weiss rushes towards him and delivers a powerful flurry of blows from her rapier, then bounces off his face to summon another glyph to fire a stream of rays at him.

"Ha!" Hobgoblin grins maniacally, recovering just in time to fly away from her laser barrage. "Having a little _meltdown_, Ice Queen?!" He joked.

"Lovely. It's the nickname that apparently transcends time itself. From a winged loser of all people." Weiss grunted.

Hobgoblin laughs again, finally throwing a few bombs that blew back the heiress to hit a wall. Before he could throw more, he was briefly stunned by a mini-tornado thanks to Tails' new power as the fox smashes him with a Spin Attack and smacks his face with his namesakes. "C'mere, fox boy! I have a move that'll BLOW you away!" Hobgoblin flaps his wings forward and unleashes a big gust of wind that blew away the young fox through the air and would've plummeted to his death if he didn't have the ability to fly. The cyborg briefly chases the fox in the air, throwing more bombs while shouting annoying taunts, "I'd suppose I run away too if I were you!" He throws a bomb, but before it could reach Tails, it was caught by a web from Spider-Man.

"What is it with Goblins and their terrible sense of humor?" Miguel joked, throwing the explosive bomb directly at his owner.

"You DARE?!" Hobgoblin snarls sinisterly, charging at Miguel with a dash move he was able to dodge but almost hits him and his allies with several energy pulses emitting from his body after hitting the ground. Weiss quickly slows him down with ice pellets as Miguel rushes to deliver a swift beatdown on him. The spider grabs his head and slams it on the ground several times, stepping on it once before jumping and stomping on his back to hopefully finish him off.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-Malicious Wings**

"Ready to hand over that fragment or do we still have to beat it outta ya?" Miguel threatened.

Before the heroes could do anything against him, Hobgoblin instantly flapped his wings wildly. The trip shielded their eyes from the wind and struggled to stay in place as Hobgoblin flew above taking out his pumpkin bombs, "I'd love to stay and play, but I've got places to destroy…people to kill!" He cackles while throwing the bombs at the heroes, forcing them to jump away and give enough time for Hobgoblin to fly away through the city.

"Oh good. I was worried this was gonna be too easy." Miguel dryly joked.

"We can't let him get away!" Weiss said.

"Grab hold!" Miguel replied.

Weiss latches onto her spider-friend's back as he shoots a webline to swing on. Tails quickly flies and catches up as the heroes pursue the Hobgoblin through the city by following the sounds of his annoying cackles. "Ugh. See, this is why I could never be a supervillain. I don't laugh at my own jokes." Weiss remarks with an annoyed look on her face from all the laughter.

"Funny. You hardly make any jokes, meaning you'd make a terrible supervillain." Tails quipped.

"Exactly!"

Hobgoblin is making quite a mess throughout the city throwing his pumpkin bombs without a care in the world. Destroying property damage on the streets and causing more air traffic than usual. The madman flies towards a Stark-Fujikawa building and spots a squadron of Public Eye patrolling the area and have immediately started firing at him the moment they heard about the ruckus he's been causing all night.

"Smashing the city? Why are you doing this?" A P.E. officer asks while failing to land a single shot on the flying Hobgoblin.

"Because it's FUN!" Hobgoblin cackles madly, throwing a bomb that blows away the officer.

While fighting the Public Eye on his own, Hobbie spots the heroes still pursuing him, which gives him a great idea to have a little more fun, "Thanks, PARTNERS! I warmed them up for you! Now FINISH them off!" He shouted for the entire Public Eye to hear and tricks them into thinking they're working together.

"Wait! We're not with him!" Tails was lost in confusion from the misunderstanding as they landed in front of the building, but it was already too late as the Public Eye fell for the ruse and have their guns aimed on them.

"They're working together!" A PE officer believed and starts shooting at the heroes.

"But isn't one of them a Schnee?" Another officer recognizes Weiss as a Schnee during the scuffle.

"Whoever she is, she's aiding dangerous criminals! And if she is a Schnee, we'll kill two birds with one stone! That'll bring Alchemax closer to the top!" Another corrupt cop fires a blast that temporarily puts Weiss on the ground.

"Unbelievable! What is wrong with you, people?! I am no criminal! I'm not even from this era!" Weiss angrily retorts before freezing a chunk of officers with a wave of ice.

"No use trying to reason with them! I told you these guys are stupidly corrupt!" Miguel counters as he strikes his dangerous talons on some of the officers on sight.

"These guys are worse from how my father used to run the Schnee company." Weiss bounces off her glyphs avoiding the rapidfire bullets while Tails charges in with a Spin Dash that finishes off the remaining officers.

"Where did Hobgoblin go?" Tails notices the mystery cyborg escaped during the scuffle.

"I can still sense the fragment he has. He's still around, but with the Public Eye after us, we need some cover. Let's head inside this building!" Miguel gestured to the entrance of the Stark building.

The heroes run inside the building, fighting through another wave of PE officers as the entire building goes red from the "CODE RED PUBLIC ALERT" sign moving along the holo-screens. As Spider-Man kicks another officer down as they enter a sizable room with large glass windows surrounding them, the windows shatter from a blast coming from a Public Eye jet bike.

"Halt, Spider-Man, HALT!" An officer shouted at him.

"Don't move, bug! You, the Schnee, and the freaker fox are under arrest!" Another officer from his jet bike shouted.

"I am NOT going to get arrested in the FUTURE!" Weiss angrily declares before summoning a large Nevermore to ride on and tackle the corrupt cops off their hover bikes and flies out into the city with Spidey and Tails quickly catching up.

More jet bikes quickly come pursuing the heroes. And if that wasn't bad enough, their faces are now plastered on every holo-screen in the city, labelling them as dangerous criminals while they battle Public Eye forces. "We're now on the Wanted Holo-Screens!" Tails remarks frantically while destroying another jet bike.

Weiss is freaking out. She hasn't been in the future that long and she's already public enemy #2 wanted by a corrupt police force, working with an even more corrupt company that wants to demolish her company in the competition, "AAAAAAH! I can't believe this! I've only been in the future for like an hour and I'm a wanted criminal! Oooooh! This'll SURELY ruin the family legacy and get my descendant into trouble!"

"Calm down, Weiss." Miguel calms her down while web-striking another jet bike to explode, "You don't think this's the first time the Public Eye tried to put some dirt on your company. So what if they arrest you? You're already dead according to historical records."

"How is that supposed to make me feel better?!" Weiss quips as they landed on another building. And just at the moment they did, a PE officer runs out the door with a rocket launcher that's ready to fire.

"…Oh, shock me." Miguel muttered from the sight of the weapon.

"Take this, freaker." The officer stated and fires a homing missile at the heroes.

Before the missile could blow them into kingdom come, Weiss summons her new glyph to save them, "Time break!" She shouts as time around them begins to slow down, giving Weiss more than enough time to instantly take out her anger on the shooter before time resumes. "Do NOT underestimate a Schnee, you corrupt jerks!" She scowled angrily.

"It's some of the fugitives!"

"Drop 'em!"

More Public Eye start showing up to attack the heroes, but Miguel won't give them the chance. He uses his Accelerated Vision to make it seem like time is slowing down for him, when instead he's moving near lightspeed and demolishing the officers in seconds flat.

"That's it, partner! GET 'EM!" Hobgoblin returns in the air encouraging his "allies" fighting the Public Eye for him while he simply watches and laughs.

Weiss growls ragefully at the futuristic madman for trying to frame her and ruin her family's name, "Hobgoblin! You're getting on my last nerve!" She fires several homing fireballs from a glyph, but Hobgoblin easily flies away from them.

"I'm glad!" Hobgoblin cackles, tossing more pumpkin bombs that forces the heroes to evade right away.

"We didn't start this, but we're gonna finish it!" Miguel reflected a bomb at the cyborg.

Again, the Public Eye intervenes attacking all four of them, "Don't move!"

"Excuse us, officers! Can't you understand he's NOT WITH US?!" Tails again reasoned with them while avoiding to get shot at.

"Get 'em, buddy!" Hobgoblin cackled while watching the police attacking Tails.

"This guy makes Flipside look sane!" Miguel remarks while ducking a strike from an officer, and then immediately counter with a fast spin-kick.

Hobgoblin targets Weiss and throws a couple more bombs at her. However, Weiss smirks, as if she has an idea to counter his attack, "You'll get it now! Seven Rings of Raggador!" She incanted, protecting herself in a mystical barrier made up of seven rings. When the bombs collided with her shield, she stayed completely safe. Then, the Seven Rings of Raggador reacted to the bombs and countered with a large beam of blue energy that momentarily knocks Hobgoblin off the sky.

Hobgoblin quickly recovers while shaking his head before putting on another smile as if the beam didn't hurt him at all. He takes out another pumpkin bomb and shouts, "INCOMING!" and throws it at Weiss. She jumped away in time as the bomb destroys the glass of an elevator shaft instead. Hobgoblin cackles before flying inside and up the shaft.

"Will nothing shut that guy up?" Weiss asks as she latches onto Miguel's back.

Miguel fires a webline into the elevator shaft to start climbing on, "I'm the last one who should call anyone a freak. But that guy is a freak." He quipped.

"No kidding." Tails flies next to him.

Another explosion almost caused the elevator to drop on them, but Miguel was able to stop it with his webbing. Miguel starts climbing up the shaft with Weiss hanging onto his back. Tails ascends into the air with his tails catching up with them in their pursuit of Hobgoblin.

"All units! Fugitives last spotted on Platform 2! Could be headed this way!" A P.E. officer contacted his fellow men to keep an eye out for Team 2099 and Hobgoblin.

"Could be?" Hobgoblin's snarky voice was heard somewhere inside the building.

"Look out! It's him!"

"Is…is that him?!" An officer didn't spot Hobgoblin, but he did spot the heroes about to enter the building, "Right over there!" He pointed.

The Public Eye start firing at the heroes as they make their escape running inside the building. "Is this what you deal with every day?" Weiss asked the future webhead while running away from the authorities.

"Pretty much! At least I'm getting a workout!" Miguel quipped.

They run into another room where more Public Eye comes to give them trouble. Spider-Man quickly grabs some objects with his webbing and throws them at his enemies before striking them down one by one at futuristic spider-speed. Weiss uses her Time Dilation glyph to speed herself up and deliver piercing strikes through a small squadron, then jumps into the air while electrifying her rapier before slamming down stabbing it into the ground spreading the electricity and shocking her enemies. Tails performs a high-powered swing with his twin tails, turning himself into a makeshift tornado as he smashes through enemy lines with a breeze.

Team 2099 pant a little regaining their breath from being constantly hounded by the Public Eye and pursuing the Hobgoblin. "Getting tired?" Speaking of him, Hobby gets their attention by casually leaning next to a door with his arms crossed, almost as if he's been waiting for them.

"What is up with this guy?" Weiss asked, starting to get really curious about this Goblin and his motives.

"I don't know. His technology. I never seen anything like it. It's too cutting edge, even for me." Tails said, as smart as the fox is, not even he understands much of 2099 technology.

"You're not like the other Goblin I fought. Who are you? Where did you come from?" Miguel asked the mystery Goblin.

"Not yet, Spider. Why spoil the MYSTERY?" Hobgoblin starts running away from his pursuers before jumping down from the building. The heroes run after him and jump down into another freefall zone chasing him.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Hobgoblin - Unfriendly Skies (Fragment Mix)**

"Away, away, and up!" Hobgoblin laughed while flying down another tunnel away from the heroes.

"It wasn't that funny!" Weiss launches several lightning bolts in the tunnel, hoping one of them would shut up the psychotic madman but none of them hit as he keeps rolling away from each bolt.

"Weiss! Maybe we can create a wind vortex in a counterclockwise motion! That might slow him down for us to get closer!" Tails suggested an idea to slow down Hobgoblin.

"Good thinking!" Weiss agreed.

The heiress forms a produces a horizontal whirlwind from her rapier targeted at Hobgoblin. Then, Tails enters his spinball form and circles around the vortex in the opposite direction. Now instead of blowing back the Hobgoblin, they're slowly sucking him in and effectively slowing him down.

"What are you doing, vermin?!" Hobgoblin shouted at his pursuers.

Immediately, Miguel web-strikes onto his back, "Forcing you to pull over!" and starts pummeling him like before and directing him to hit several tunnel structures during freefall. The future spider then brutally stomps on Hobgoblin and once again forces him to take a major crash on his back down onto a circular platform next to a Schnee Dust Company building.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **Malicious Wings (V3)**

Just as Weiss and Tails arrived on the scene, Hobgoblin recovered easily from the fall, "You're not going to get rid of me that way! Wings, remember?" He taunts them as he flies back up into the air cackling.

"Nanofiber mesh – you didn't do this to yourself. Someone MADE you!" Miguel thrusted his finger, pointing at Hobgoblin after suspecting he's a creation and not another costumed madman.

"So perceptive!" Hobgoblin dryly quipped.

Tails then noticed several Public Eye dropships are coming to interrupt their little chat with Hobgoblin, "Spider-Man, look! More Public Eye!" He said.

"Great! Must've attracted some attention with our skydiving routine!" Miguel said.

"Aw! And just when you were getting warm! We'll have to continue this discussion later…" Hobgoblin flies away, leaving the heroes to the Public Eye while he has some fun trashing the Schnee Dust building.

"He's going to destroy the Schnee building! I won't let you get away!" An angry Weiss wants to head out immediately stopping Hobgoblin, but from what it seems, the Public Eye won't give her or her friends the chance to leave yet.

"Permission to use lethal force granted!" A P.E. commander said with his squadron of men.

"They're not gonna hold back. Neither will we!" Spidey gets in a fighting stance, ready to pummel the corrupt cops out of his sight.

Spider-Man does a quick slide kick on two officers before barraging them with powerful claw strikes and lightning-fast kicks. He quickly jumps away from a homing missile after his Spider-Sense buzzed and uses an Accelerated Decoy to misdirect the missile. He drops down and web-strikes the goon who fired the missile before finishing off several officers with multiple afterimages piercing them with flying kicks.

Tails runs past the gunfire from the cops before getting closer to swiftly attack them with a continuous chain of his tails swipes. His attack was interrupted by a brawler cop who punched him away, but Tails quickly recovered and counters with a Spin Dash, knocking the brawler back before equipping his Arm Cannon and fires an energy ball to finish the man off.

Weiss summons large amounts of ice shards from the ground to throw at the corrupt cops, then blows them away with a single slash from her summoned ice sword. A P.E. officer jumps down and clashes his electric baton with her rapier and manages to push her back briefly. The heiress quickly transitioned summoning two Boarbatusk to spin attack the officer and his allies, forcing them to stand on a large glyph she summoned that unleashes a large column of energy beneath them, scattering them to their defeat.

"That should keep you morons off our tail." Weiss said, putting away her weapon after dealing with the Public Eye.

After Spider-Man punched down the remaining P.E. cop, his Spider-Sense tingled as he quickly turns around webbing up an incoming pumpkin bomb and throws it back at Hobgoblin, who briefly came back with a sneak attack that instantly failed. "You ruin ALL MY FUN!" Hobgoblin yelled before flying inside the Schnee building this time.

"Hey, someone's gotta do it." Miguel quipped.

"Get back here, Hobgoblin! You're not destroying the legacy of my family!" Weiss bounced off her glyphs chasing the villain inside the building as Spidey and Tails quickly catch up.

**BGM End**

**BGM-** **Spider-Man: Shattered Dimensions OST- Malicious Wings (V4)**

Team 2099 race into the Schnee building of the future still on the hunt of the Hobgoblin. Weiss in particular is completely determined to put an end to his madness and prevent him from trying to destroy the future of her company. They strike fast at the Public Eye raiding the building for them and Hobgoblin, but the heroes quickly put them down. They then entered a Dust collection room, filled with all-new and all-different Dust that can only be found in 2099.

"Incredible…" Weiss stood in awe from these unique Dust crystals, "Future me was busy. Look at all these new types of Dust! Atomic Dust! Psychic Dust! Sorcery Dust! Quantum and Holy Dust?! Oh ho! I could use some of this!" She said with the biggest, happiest grin plastered on her face.

"No! Besides, we're on a deadline!" Miguel said, denying her access to her own company's Dust.

"Hey! I technically own the company at this point! It's not like I'm taking this stuff back with me in the past! Some of this might prove useful against Hobgoblin!" Weiss argued.

"Maybe you're right, but just one." Miguel allowed her to take a future Dust crystal for battle.

"Thanks, dad." She joked as she grabs the cosmic-looking Dust crystal and equips it into her weapon, "I'll take this Quantum Dust! Hobgoblin's gonna regret taking on a Schnee." She smirked.

Tails also grabs a futuristic yellow Dust for his Arm Cannon, "This supercharged Electricity Dust might come in handy shorting-out Hobgoblin." He said.

Once prepared for what might be their final battle against Hobgoblin, the trio rush out the room to meet with the cybernetic villain waiting for them in a large corridor. "Why don't we meet up top? I heard the view is to DIE for." He joked before flying up an elevator shaft to the roof of the Schnee building.

"Don't wait on our account. If we're not there in five minutes, start beating yourself up without us." Spidey quipped.

The trio lands on top of the elevator as it begins to take them up to the roof. Weiss takes a deep breath helping her to relax for their next battle. Tails looks out the window keeping himself marveled of the futuristic city Hobgoblin's trying to destroy. And Spidey 2099 just waits patiently as his Spider-Sense keeps buzzing of the immense danger that awaits them up top.

**BGM End**

Eventually, the elevator reaches the roof where Hobgoblin awaits. The heroes jump off the elevator and confront him hovering over the central device. "Nowhere to run, Hobbie." Miguel said to his new nemesis.

"Don't take this the wrong way, but the more we get to know you, the less we like you." Weiss did a little joke towards the cyborg goblin.

"Oh, but there's so much more to learn about me! Take my PSI-powers, for instance…" Hobgoblin surrounds himself in an orange energy as the central device begins to activate. In an instant, the sky turns a dark red as everything around them looks disoriented as if they've been brought to hell itself.

"Psi-powers?! What's going on?!" Tails remarks in frantic shock, greatly confused and worried just like his friends next to him.

"Not bad, eh? Let's see what happens when I add the fragment's power to the mix." Hobgoblin lands behind the central device as he powers up his Psi-powers with the Tablet fragment's mystical energy. Suddenly, multiple realistic illusions of Hobgoblin appear besides him, greatly shocking the heroes.

"Wh-wh-what's happening…?" Spider-Man asked.

Then to add more shock to faces, the heroes witness a gigantic shadowy clone of Hobgoblin rising from outside the arena, much to Hobgoblin's increasing pleasure, "OHHH…I like this!" He smiled maliciously.

"This…this can't be real…" Weiss clenches onto her head as she's having a hard time believing any of these illusions are real.

"WELCOME TO _MY_ REALITY, HEROES…" Hobgoblin states he has brought them into a fake, yet extremely realistic demonic realm using the power of the fragment, "Hope you survive the experience!"

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Hobgoblin - Unfriendly Skies (Fragment Mix)**

'_Heroes!' _Madame Web speaks to them telepathically.

"Madame Web?! How do we get out of this illusion?!" Spider-Man asked, dodging the gargoyle illusions attacking him.

'_Get rid of these flying creatures as soon as you can, and hurry! Hobgoblin is using the fragment to replenish his strength!' _Webb instructed them on a method to defeat Hobgoblin.

"It's like we're under the control of the Phantom Ruby again!" Tails compared while using Spin Attacks to destroy several illusions already.

"If the fragment could give him powers compared to the Phantom Ruby, then I don't want to IMAGINE what a completed Tablet would give someone!" Weiss remarked, as the thought of a completed Tablet of Order and Chaos and its unspeakable power almost causes her heart to sink in fear while fighting the gargoyles.

Spider-Man fires a quick webline on a gargoyle to strike, then several more on other illusions until there was no more for Hobgoblin to spawn at the moment. "Stop destroying my illusions! They were only trying to kill you!" Hobgoblin scowls.

"Yeah! That was the problem!" Spidey zips over and Web-Strikes the cyborg's face off of the central device, messing up his concentration on his illusion and returning things back to regular reality.

"You will PAY for that!" Hobgoblin flies in the air and zooms in a straight line at lightning speed. As he does, he bombards the arena with an array of bombs that scares the heroes prompting them to scatter before the massive explosions does it for them.

"Time to test out what this Quantum Dust can do!" Weiss decided to use her new spacetime Dust against the cyborg goblin. She aims her rapier at Hobgoblin while he's busy throwing bombs at her friends and creates a strong gravitational force using a new glyph that's damaging him while also dragging him towards her, much to Hobgoblin's surprise.

"WHAT?!" He shouted.

"Awesome! This is like a supercharged Gravity Dust from my time! What else can you do?" Weiss smirks. She then imbues Myrtenaster with quantum energy, increasing its damage as she unleashes a time-slowing barrage of attacks on the madman before blasting him away with a powerful quantum blast towards Tails. The young fox jumps and slams the cyborg with his namesakes towards Spider-Man, who then uppercuts him into the air followed with a quick Web-Strike and a lightning-fast aerial combo before axe-kicking him back to the ground in sheer pain.

"That Quantum Dust isn't so bad." Miguel commented.

"What a shock, right?! It's giving me the power to manipulate spacetime and control gravity! The Schnee Company of 2099 totally ROCKS!" Weiss exclaimed ecstatically.

"Was that a pun?" Tails quipped from her usage of 'rocks' when discussing about Dust crystals.

"No!" Weiss retorts with some embarrassment.

"Arrrgh! You're not the only one with power, Ice Queen!" Hobgoblin growls angrily, returning to the central device to reactivate his psi-power and bring them back to their hellish nightmare. "I control EVERYTHING you see! Everything you _fear_!" He proclaims, summoning more gargoyle illusions to attack them.

Still using her new Dust, Weiss opens a time glyph to teleport destructive projectiles destroying several of the illusions with some assistance from Spider-Man. Before they thought they were done, the two were almost slammed to death by the giant shadowy Hobgoblin outside the arena and continues to assault them with it's overwhelming strength.

"Hold on, guys! I'll break us out of this illusion in just a minute!" Tails flies around, evading the smaller gargoyles while preparing his Arm Cannon gadget with the supercharged Electricity Dust. He charges it up and unleashes a powerful lightning blast down upon Hobgoblin while he was healing himself.

"AAAAAGH!" Hobgoblin was momentarily paralyzed by the blast, leaving him vulnerable to a spin attack from Tails that disrupts the illusion again, and just in time before the shadow Hobgoblin punched Spidey and Weiss off the platform.

"Starting to get _upset_…" Hobgoblin quips to hide his increasing anger as he flies back into the air, "And I've been known to have a FIERY TEMPER!" He unleashes his bomb barrage on the arena again at a faster pace, almost too fast for them to dodge.

"TIME BREAK!" Luckily, Weiss can slow down time, causing Hobgoblin and his rainy bombs to almost come to a complete halt in the air. Spidey and Tails knocks back as many bombs as possible, all aimed and surrounding Hobgoblin.

When time resumes, Hobgoblin was quickly shocked and scared when he found himself surrounded by his own bombs that are about to explode in another second. "Uh oh." He simply said, a second before his bombs rain on him with a vicious onslaught from every direction, filling the sky with a massive explosion.

**BGM End**

Even after all of that, Hobgoblin somehow survived the massive explosion of his own bombs. Still, that didn't mean it weakened him. He pants with exhaustion as he slowly descends back onto the central device of the roof and glares intensely at the heroes, particularly Weiss for being such a nuisance with her abilities. "Why don't we go for a ride?" He flies over and would've grabbed Weiss, if Miguel's Spider-Sense didn't have him push her away and get captured instead.

"Spider-Man!" Weiss shouts as Hobgoblin flies him way high above the roof.

"I didn't want you!" Hobgoblin said furiously.

Miguel doesn't care and slashes his face to free himself, "Not everyone gets what they want, Hobs!" He says, punching the cyborg so hard it breaks his concentration to fly and now the two are having a little freefall fighting. Miguel doesn't give him a chance to react. He keeps pummeling his face with lightning-fast punches. Slashing him constantly at rapid speeds as they are seconds away from crashing onto the roof. "You keep bragging about your fancy wings…let's see you land without 'em!" Miguel fiercely rips off his wings so he won't survive another major fall again as he crashes the goblin onto the roof in complete pain.

Hobgoblin moans greatly, showing the sign he has been beaten before lying there unconscious with no strength to fight or laugh anymore. _'You've done it, heroes! And not a moment too soon.' _Madame Web congratulates the heroes for defeating the Hobgoblin of the future.

"You said it, Web. Now let's take a better look at these…" Miguel looks at one of the wings he ripped off while giving the other one to Tails for him to study as well, to the best of his ability since this is 2099 technology he's studying.

"Well?" Weiss asks the geniuses what they know about the technology that created Hobgoblin.

Tails finally replies after a moment of studying the wing, "My knowledge of 2099 technology is still INCREDIBLY limited, but from what I could tell, it looks to be nanofiber fused with…"

"Bio-organic circuitry?!" Miguel finished with shock.

"How is that possible?" Tails asked him.

"Only one corporation has technology advanced enough for this…" Miguel has a clear-cut idea who's the mastermind behind the creation of Hobgoblin 2099 as the fragment emerges from his unconscious body into the spider's hand, "Alchemax!" He stated.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: This was a fun little chapter regarding Weiss and the future of her company, as well as the introduction of Hobgoblin 2099. Don't ask me the name of her 2099 descendant. I don't have an answer for that, or have any plans of introducing the "Schnee of 2099" in a "future" story (HAH).**

**superjoeyf721: In case you've forgotten or aren't aware, I kinda have a life outside of fanfiction. Writing these stories have always been a hobby to pass the time. I write this stuff at my own pace. Not to meet the selfish deadlines appointed by others.**

**Guest (from chapter 4): I haven't even started writing the outline for Edge of Time yet. It's too early to ask me questions about what's gonna be included.**

**Next time: The ultimate shock!**

**Question of the Chapter: How powerful do you rank a completed Tablet of Order and Chaos compared to other mystical artifacts introduced in this series and why (Ex: Chaos Emeralds, Exo Stones, Phantom Ruby, etc.)?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	6. Issue 5: The Shocking Storm

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Spider-Man 2099: The name's Miguel O'Hara. I'm the Spider-Man from the year 2099. Teaming up with Weiss and Tails again, we explored Nueva Vale for the next Tablet fragment. Unfortunately for us, it was already in the hands of this new cybernetic goblin. He called himself the "Hobgoblin", and on top of being extremely annoying, he also had the classic pumpkin bombs and psi-powers that almost made his illusions real when powered up with the fragment. Only Alchemax could've created that madman. Just what the shock are they up to this time?**

**BGM End**

* * *

_Issue 5: The Shocking Storm_

**New York City (Ultimate Universe)**

The sun sets in this younger, alternate version of the Amazing Universe. Ultimate Spider-Man is swinging comfortably in a forest outside the city bonded with the Black Suit that he hates so much. But thanks to Madame Web and her psychic powers keeping it under control, Peter is given a chance to enjoy it this time and the useful enhancements it gives to his spider-powers. Hopefully.

"What is that weird smell?" Ultimate Spidey asked himself during his swing as his feet touch a river. "Oh. Right. Fresh air!" He jokes while swinging deeper into the forest, "Wish I could enjoy bein' outta the city, but this suit is throwing me. I feel dirty…" He says as he lands on a cliff next to a nearby power plant, "And not in a fun, let's-go-clubbing way."

"Hey! Wait for us!" A gruff echidna's voice gets Spider-Man to turn around to see his new dimensional teammates catching up to his position. Knuckles glides through the air using his dreadlocks, side-by-side with Yang as the young huntress is gliding with her upgraded Ember Celica and cybernetic arm.

"That black suit is makin' ya a speedy little spider." Knuckles smirked as the two land next to the young spider.

"Don't call me little, strawberry short cake." Ultimate Spidey quipped. "How're you guys liking my dimension so far?" He asked them.

"Honestly, it's not so much different from our dimension, besides not having gone through a Convergence." Knuckles replied.

"A Convergence?" Peter responded with a confused tone in his voice, unaware of the recent dimensional disasters in other universes.

"Eh, long story short, our universes merged into one by a couple of jerks about two years ago, and we've been living in the same world since." Yang briefed the clueless spider.

"Whoa, for real?! Man. Hope nothing like that ever happens in this universe!" Peter remarks, completely surprised after hearing about worlds merging.

"If we don't find that fragment, it's a possibility." Yang said, instantly switching to a more serious tone and be focused on their mission locating the next fragment.

"Yeah. You're right. Gotta focus. That magic rock is around here somewhere." Spider-Man faces the power plant in front of them. His upgraded Spider-Sense is sensing a fragment in that vicinity, as well as familiar trouble. The power plant is more active than usual. The blue electricity it's discharging seems to be getting drained by something else. Or someone. Someone that Spider-Man knows all too well.

"Aaaaand I just figured out where. Follow me." Spidey said, leading Team Ultimate into the power plant.

The young powerhouses race into the electrical complex to find a bald-headed man with a body made of blue pure energy sucking up some of the electricity in the joint. And once he's charged up, he spirals into the air cackling electricity around his naked body.

"Is that…Electro?" Yang gasped, recognizing this is the Electro of the Ultimate Universe.

"_Aww, if it isn't the spectacular spider-schmuck. Who's your girlfriend and the red mutt? Is he your pet?" _Ultimate Electro jokingly asked his hated enemy.

"I AM NOT A PET!" Knuckles yelled through his growling rage.

"Oh dude, pants! No one wants to see your junk. There's a girl here!" Spidey mocks the pure energy villain by covering his eyes of his "junk".

"I don't see a junk." Yang grinningly quips of him having no "junk".

"_Keep laughin', punks. See what I found?" _Electro shows them the fragment he obtained somehow. _"What do you think happens if I use it?" _He asked.

"Uhhh…Interest rates go down?" Spidey quipped.

"Free medical care?" Yang quipped as well.

Suddenly, thunder booms in the sky as dangerous sparks of electricity frequently cackle from multiple generators around Electro, much to his pleasure and likening, _"YES! It's like my powers are totally unleashed – now I can absorb ALL this energy! ENERGY WITHOUT LIMIT!" _He proclaimed.

"And yet, still no pants." Spidey casually shrugged.

**BGM-Spider-Man: Shattered Dimensions OST-System Shock**

To demonstrate his enhanced powers and scare the heroes away, Electro uses his electricity to turn on a nearby truck and its headlights, _"See what I can do now?!" _He taunted them.

"We are SO impressed! We never SEEN anyone start a TRUCK before!" Spider-Man responded sarcastically as neither him or his new friends are in awe of his powers. Instead, they give a straight, bored face while chasing him down.

"_Laugh it up, loser!" _Electro retorted.

"Give it up, Electro. If I had a dollar every time we kicked your butt, it'd be enough to pay the electric bill for five years." Yang joked.

"_I don't remember ever fighting you punks!" _Electro responds with a confused face, unaware she and Knuckles are from a dimension where they've beaten Electro numerous times.

"You're definitely going to remember the beatdown we're about to give you now!" Knuckles retorts jumping over to punch the electric man, but he was too fast and flew away from his sharp knuckles.

"_You can't keep up! I'm moving at the speed of light!" _Electro mocked, before charging up his power for a new trick that'll definitely shock the heroes, _"Now, how about THIS?!" _He drops several electrical orbs in front of his enemies, not as attacks, but as a way to create beasts made from his pure energy.

This time, the heroes were shocked by his new power. "Wh-What the?!" Spidey remarks as the gang are forced to fight these Mini-Electros.

"_Impressive, huh?" _Electro asked smugingly.

"Little versions of you? I think the word is 'creepy'." Spidey quips, destroying several electric clones with a symbiote tendril strike.

"_You know what I love? Some backup!" _Electro remarked.

"I thought you love lamps and eating batteries." Yang quips, as she's delivering explosive punches that sends the electrical creatures to their doom and even using some powerful kicks to smash them onto a wall before they explode into nothing.

Knuckles fiercely punches the creatures trying to lunge him, instantly blowing them away into nothingness thanks to the enhanced strength given to him and Yang by Madame Web. "Ha! Your little critters are barely a challenge against my new strength!" He grinned, rushing to deliver a devastating blow that completely sends one of the creatures flying out of the plant. While Knuckles chuckles to himself, the truck that Electro turned on earlier starts driving on its own and towards Knuckles. "Huh?" Knuckles turned around just in time spotting the truck approaching. With a shock face, he just barely jumps away from it before it crashes into his face, WHOA! Hey! Do you have a license for that?" He growls at Electro.

Meanwhile, Spider-Man is web-zipping towards several perch points that has their own electric beast occupying them, and kicks them into oblivion for hogging them to themselves before they had the chance to counterattack, _'Gotta be careful around these things. As much as I'm glad this suit isn't eating me from the inside out, I hate how it's still pretty weak to electricity. And the baddie I'm fighting is MADE of electricity. Curse my luck.' _He whines in his mind, remembering the black suit is still pretty vulnerable to electricity.

Yang goes up and confronts Electro and fires upon the electrical menace, but he keeps moving so fast none of her shots connect, _"Ha ha! You can't touch me!" _He mocked her. Knuckles throws a large object that almost hits him while he was distracted with Yang, but he still managed to dodge it in time, _"Hasta la bye bye, losers!" _He laughed before flying away through a tunnel.

"_Zapping_ away, Electro? I thought you'd be _electrified_ to fight us with your new powers!" Spider-Man drops down with some electricity puns.

"How _re-volting_." Yang punned as well.

"Enough with the puns! Do you always have to use the same jokes when fighting him?" Knuckles remarked.

"Sorry we don't have anything more _current_." Spidey quipped that got a laugh from Yang, much to Knuckles' annoyance with the puns.

Stopping with the puns for now, Team Ultimate pursue the electric man through the tunnel while making sure they don't get zapped by his electrified traps. The gang followed him into a water maintenance room with several workers still working here. Electro spots the water pump behind a gate and gets the bright idea to damage it, slowly filling the room with electrified water that'll kill the trapped workers, distracting the heroes long enough for him to laugh and escape.

"He broke the water pump!" One of the workers shouted for his life.

"Somebody HELP! The water's electrified!" Another one yelled.

"More people to save. All in a heroic day's work." Spider-Man remarked.

"I got 'im!" Knuckles glides down grabbing one of the workers, then glides over to a platform where they'll be safe. Spider-Man swings down rescuing two of the workers while Yang saves the last one, bringing them all on the platform.

"Thanks for the lift. We'll open this valve." One of the rescued workers said.

"How long will that take?" Yang asked him.

After a few seconds, the influx of electrified water slows down to a complete stop and no longer serves as a danger anymore. With the water stopped, the workers work to open the door for the heroes. "Okay! Door's open!" A worker said as the big door opens for them.

"Thanks for the help, gentlemen! Get to someplace safe, because somebody's gonna get shocked!" Spider-Man quipped.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Electro – Overload**

The young heroes rush through the door and into a tunnel hunting down Electro. When they entered the tunnel, Spidey can feel his head buzzing to danger, possibly Electro. At the same time, Yang is hearing some strange, weird noises coming from the end of the tunnel, "Do you guys hear something?" She asked.

They soon arrive in a generator room to see Electro absorbing massive amounts of energy from the generators, which is making him feel very disturbingly good judging from how he's feeling, _"Ah! That hit the spot! Yeah, baby! Like that! Right there!" _

"Uh, ew! Do you and your generator, like, need some time alone?" Spidey joked, feeling a little disgusted by his weird antics absorbing energy.

"He's absorbing all the energy from the generators!" Knuckles noted.

Electro finishes absorbing all the energy this generator room could produce and unleashes a large electrical shockwave throughout the chamber to show off his increase in power, _"Let's get this party started." _He said with some menace.

"Ah, you turned this place into a disco. Classy." Spidey blinds the villain with some webbing before kicking him with a web-strike. He then ruthlessly strikes him with his tendrils that pushes him back slightly.

"_You're gonna get OWNED!" _Electro unleashes a burst of energy that blasts the heroes back a few as he teleports to the center of the room while charging up his energy. He then pounds the ground with his electrified fist to spread his energy as a powerful shockwave. Spider-Man jumps away in time but his teammates weren't as fortunate as they get continuously zapped.

"This won't stop me…!" Knuckles declared. He uses his incredible strength to fight against the electricity to punch the ground himself, unleashing a large flaming shockwave that also creates a giant tremor that frees himself and Yang and knock back Electro.

"Have you ever considered therapy? Or in your case, shock therapy?" Spidey swings around, blinding the villain again with his webbing. This gave Yang the chance to charge at him and elbow Electro away. Then she attacks him with a powerful barrage of kicks and punches, ending with a heavy punch to his stomach.

Before she could land an explosive punch to his face, Electro teleports away and laughs at her, _"Look out!" _before firing his electricity on her.

"We're really _sparking_ off each other here." Yang joked, flipping and dodging his electric bolts.

"_I thought 'heroes' were supposed to stand and fight. Not cut and run." _Electro taunts her.

"I prefer to 'swing and kick'." Spidey quips, swinging over and kicking him when he least expects it.

"_Get fried!" _Electro retorts and fires a beam of energy at him.

"Fried spider doesn't sound like a good delicacy." Spidey quipped, zipping away as fast as he could from his energy beam. Unfortunately, he wasn't fast enough and one of the beams did hit his back and knocked him on the floor temporarily.

"_I hope you like getting ROASTED!" _Electro dashes at light speed to kill the spider, but Knuckles shows up out of nowhere and violently delivers a brutal right hook to his face knocking him away from Peter as he recovers. _"Ow! Where did you come from?" _He asked him.

"You suck at keeping track of others." Knuckles responded. At the same time, Yang leaps from the side with a flying explosive punch to his face, sending Electro to get web-striked by Spider-Man's flying kick, bringing the electric man down on his knees.

**BGM End**

Spidey lunges forward with another flying kick at the seemingly weakened Electro, only for him to miss as the villain teleports away from his attack and hovers before him and his friends. _"You kids think you're SO hot, don'tcha?!" _Electro asked them with an annoyed tone.

"Actually, now that you mention it…" Spidey quipped as Yang gives a smile with a small chuckle.

"_Well guess what, twerps? That's just one o' the generators in this joint. And the more of 'em I drain, the stronger I'll get!" _Electro vowed to gain more power and promises to use that power to defeat his enemies.

"Can you at least get some clothes first?" Yang joked.

"_GAAAAAAH!"_ Electro roars and flies off from her annoying joke.

"Hey, it was only a suggestion." Yang casually quips as the heroes chase him down.

**BGM-** **Spider-Man: Shattered Dimensions OST-** **System Shock (V2)**

"_I'm done with you!" _Electro looks back and sees the heroes are still on his tail, so he decided to create red versions of his electrical beasts to slow them down, _"Enjoy suckers! More friends for you to play with." _He joked.

"These ones are _shockingly _cute. Ha ha!" Yang laughs, as she and her friends easily demolish the small swarm of red creatures to clear a path outside.

Now outside, Electro summons more electric beasts that rampage towards the heroes. Spider-Man morphs his arm into a large tendril and sweeps the creatures off the bridge they're running on. Electro tries to run them over with another truck but that quickly failed, so he quickly goes back summoning more monsters to fight for him, _"Let's make this a party!" _He now creates green electric monsters that can shoot beams of energy from their mouths, with one of them almost blasting Knuckles' head off if he didn't humorously duck in time.

"That was a little too close." Knuckles remarked.

"_Feeling a little 'rundown'?" _Electro punned with a cocky smile while his monsters attack them.

"OOOH. We're all doing puns now? Then let's _socket_ to 'em." Spidey puns, while charging his next punch with his symbiote to blow away and destroy several monsters at once.

"Haha. Getting a little _charge_ outta this, aren't ya?" Yang puns, shooting down more monsters before backflip kicking a green one into oblivion.

"Seriously! Enough with the puns!" Knuckles shouts while in the midst of uppercutting a monster.

"Hey, hey. Don't need to get so _short_." Spidey quips, laughing alongside Yang, much to the echidna's rising annoyance.

"_Urgh! Even I'm getting sick of your lame jokes! Here's something to shut you up!" _Electro uses his energy to create a more powerful energy creature: A large purple electrified beast that roars like a beast.

Spidey whistles, "You're a big fellow." He joked.

Yang attacks first with some strong punches on the purple beast. Surprisingly, it's electric shield is too strong for her to break through and is then slashed away with its electrified claws. "Ouch. Alright. These ones might be a little annoying." She noted, wiggling her stunned left hand.

Knuckles attacks from a distance, throwing crates and other objects that disrupt it's shield, "Throwing stuff at it seems to be doing the trick." He said, continuing to throw more stuff at the purple beast.

"Keep dishing it!" Spidey then zips in and launches the beast into the air with a tendril strike.

"Let me try something!" Yang decides to try out a new attack using her enhanced strength and Aura which she dubs her "Soaring Fist". She delivers a powerful punch to the air releasing a massive shockwave that travels a considerable distance and ripping through the purple beast like it was nothing. "Ha ha! I'm loving my upgraded Aura! I think I'm stronger than you with that black suit." She jokes, smirking at the young Peter.

"We'll thumb wrestle later to see if that's true." Spidey quipped.

**BGM End**

The trio continue chasing their enhanced villain into the next room inside the power plant. "Stop running away, Electro!" Knuckles demanded him to surrender.

"_You can't tell me what to do!" _Electro retorts, summoning more purple monsters among other variants before leaving the premises.

The purple creatures slowly walk towards confronting the heroes with their beasty roars. Before they knew it, one of them lunged at Yang and Knuckles and starts attacking them, but they're able to hold their own. The same can't be said for the Ultimate Spider-Man though. The other purple beast lunged onto his body and violently pins him to the floor while making it very hard for him to free himself. "Hey! Get off me!" Peter shouts angrily, but the beast claws him, which not only hurts, but is also making him angrier. "Get off!" He shouts with more rage as his symbiote takes pain from the electricity, which is it's one weakness, and reacts with a small stir. The beast attacks him again as the teenager's about to reach his boiling point, "I said, get OFF ME, you little FREAK-!" He violently double kicks the beast off of him with so much force he sent it flying, causing it to collide into the wall, cracking it in the process.

"Whoa!" A surprised Knuckles saw what just happened with Spidey as he punches his purple beast off of him and Yang for a moment, "Kid Spidey was using a lot more power than usual." He commented.

"That's…not a good sign." Yang said with a shocked look on her face.

Both her and Knuckles look at Spider-Man as they notice something odd going on with him. His body is emanating a dark aura as his black suit looking like it's ready to burst from all the rage and pain it experienced, something Spider-Man is desperately trying to prevent from happening.

"Oh man, I knew this would happen!" Spidey remarks while using his own strength to prevent himself from losing control.

"Spidey, _calm _down. Okay?" Yang advises with a sincere, soothing voice, slowly approaching him as she is fully aware of the black suit's destructive capabilities if he loses control.

"I can't! It's this SUIT! Gotta get it off me before I-." But alas, it was too late. His short-tempered rage was enough to strengthen his symbiote into the next, destructive level of carnage, "ARRRRGGGGHHHHHH!" He yells as tendrils explode from multiple parts of his body and unleashes a powerful shockwave that blew back his friends and foes to a corner.

"What power!" Knuckles remarks with great shock and surprise of young Spidey's power when he unleashes his rage with the symbiote.

**BGM-** **Spider-Man: Shattered Dimensions OST- System Shock (V2)**

The rage-powered Ultimate Spider-Man has had enough and cuts loose with the full, raw power of the black suit. Lightning-fast tendrils demolishes the electric monsters in his path. His spinning tentacles move so fast with so much power even the larger, purple creatures stand powerless against his raging might. Spider-Man's punches become so fired up that whenever he pounds the ground with them, several large tendril spikes surge from beneath and pierces through his enemies until they pop.

"Look at him go! That rage! Such ferocious strength! It's almost scary!" Knuckles commented, admittedly a little frightened of the symbiote's power.

Yang stood there looking stunned completely speechless while watching the young Peter easily tear through the monsters during his rage. It reminds her of herself when she was a less experienced fighter around his age. Always using her powerful Semblance in moments of rage to tear through her enemies. She's also reminded of the dark time when her Spider-Man was bonded with the black suit during the Symbiote Invasion. He was almost corrupted and turned into a monster and almost killed her mother if the voices of his friends didn't bring him back to the light.

"SPIDER-MAN! PETER! STOP!" And like that time before, it was Yang's loud voice that stopped this Spider-Man from continuing his rampage.

**BGM End**

In that same instant, Spider-Man powered down his rage and stopped his rampage just as he finished clearing the room of monsters. "Huh? What?! I'm okay, I'm okay!" He frantically assured his friends he's in control.

"You sure?" Knuckles asked while approaching him.

"I'm fine, I'm fine! Honest. Surprisingly, I was still pretty much in control over myself. Guess Madame Web has a tighter leash on this suit than I thought." Spidey assured them that he has control over his "Rage Mode".

"Don't scare me like that. We thought we lost you." Yang said with a genuine look of worry for the young hero, remember how she almost lost her Spidey to the symbiote before.

Spidey rubs his head in embarrassment, "Sorry. For once, I just wanted to have a little fun with this suit while it's not trying to turn me into a monster."

"You sure that symbiote you're wearing ISN'T an alien?" Knuckles asked, wanting to hear a little backstory about this universe's symbiote.

"No, it's not. This suit was originally created by my father in an attempt to cure cancer. As you can _clearly _tell, it didn't work out very well. I am MORE than happy to take this thing off once we're done saving reality." Spidey explained.

"Well, in the meantime, now you have a new 'Rage Mode' to help you out in battle. If you want my advice…" Yang gently puts a comforting hand on the young Peter's shoulder while giving him a warm, gentle smile, "Only use that power as a last resort. And get a hold of that temper. Trust me. I speak from experience."

"Believe me, kid. She has a history of exploding with anger whenever some accidently cuts her hair. She still has those moments from time to time." Knuckles grinningly joked, much to the blond huntress' annoyance.

"No I don't!" Yang retorts, scowling angrily at the echidna.

"Ah, yes you do. I can tell your eyes are about to turn red." Knuckles quipped, smirking at her.

"Because I'm being reminded of all the times you were tricked by Eggman while staring at you, knucklehead." Yang mocks him while giving off an annoyed look as she crosses her arms.

"I DON'T GET TRICKED BY HIM ANYMORE!" Knuckles retorts while yelling.

"As much as I like seeing you guys argue, shouldn't we go stop Electro right now before he becomes unstoppable?" Spider-Man awkwardly chimes into their little argument to remind them of more important matters like defeating Electro.

Both Knuckles and Yang look at him for a second before staring at each other awkwardly, "Oh. Right." They both said in unison.

**BGM-** **Spider-Man: Shattered Dimensions OST- VS Electro - Overload**

After wasting some time with themselves, Team Ultimate rushes at full speed to find Electro somewhere in the power plant. They quickly dispatch with the monsters trying to keep them busy and runs to the next set of generators. As they horrifyingly expected, Electro is already there draining them of their energy making himself stronger than ever, becoming slightly bigger as well.

"This is your fault, knucklehead! He's already draining more energy from the generators!" Yang glares, pinning this problem on the echidna.

"My fault?! We wouldn't have been arguing if kid arachnid wasn't having so much fun being angry!" Knuckles shouted, blaming their situation on Spider-Man.

"How 'bout you blame the suit and not me?" Spidey quipped.

"You're the one wearing the suit!" Knuckles yelled.

Electro's insane laughter interrupts the arguing heroes as he's definitely growing stronger from all this energy, _"I'm becoming MORE than powerful. I'm becoming UNSTOPPABLE!" _He proclaimed.

"And you're still not wearing any pants, sooo, two steps forward, one step back." Spidey quipped.

The slightly-bigger Electro protects himself in a powerful electric shield before unleashing lightning blasts that are not only stronger than before, but also faster. Even with his Spider-Sense, Spidey was barely able to dodge his attacks, while Yang and Knuckles were forced to block and was still blasted to the ground.

"_Gotcha!" _Electro randomly teleports around the field to confuse the heroes, as he then launches an electrical attack that spreads on the ground towards the heroes.

The heroes quickly dodges his attack as they take cover behind a generator to think up a plan. "Is it me or did Electro get slightly bigger?" Yang asked, noticing his increase in size.

'_Electro is even more powerful now! Strike when his energy field is down!' _Madame Web telepathically advises her heroes.

"Easier said than done!" Knuckles retorted.

"I'm sure I can get it done!" Spidey responds, having a plan in mind.

"_Surprise!" _Electro suddenly teleports next to the heroes with more electric bolts to fire, _"Wanna play dodgeball?" _He unleashes his lightning-fast attacks that the heroes are doing their absolute best to avoid.

Yang uses the recoil from her gauntlets to launch herself high into the air and continuously shoot at Electro, but her bullets are useless against his shield. Electro mockingly laughs at her, _"Your cute lil' bullets can't harm me! I'm pure energy, baby!"_

"And yet you're STILL losing!" Spidey quips, throwing a large crate at his shield to annoy him.

"_I'm not losing, you goofy little twerp!" _Electro retorts, expending his energy firing beams at the webhead.

"That's what it looks like to me! You keep shootin', you keep missin'! Don't be a sore loser, baldy mclightning butt!" Spidey keeps annoying him with his quips while swinging away from his shockingly powerful attacks.

"_GRRRRRRHHHHH!" _Electro growls angrily, enraged enough to dive down like a lightning bolt from the heavens near Spider-Man and unleashes a dreadfully powerful explosion that blows him screaming away. But this was all part of Spider-Man's plan to have him expend as much energy as possible to leave him tired and vulnerable by dropping his energy field, _"Losing energy. Just need a second…" _He said, feeling a little weak.

'_His field is down! Attack!' _Madame Web says this is the time to strike.

"Nice plan, Spidey. As a reward, let me teach you how to properly use your Rage Mode." Yang grins cockily as she runs towards the weakened Electro. Her Semblance begins to activate as her hair and fists burst into flames and her eyes turn red, then proceeds to promptly deliver a flaming smackdown of punches and kicks on the vulnerable villain. "Ya see, my Semblance isn't powered by my anger, but it does help. Every blow I take makes me MORE powerful. Use it wisely and you're unbeatable!" She shouts as she gives an aura-charged uppercut from beneath his jaws, almost smashing Electro out of the power plant if he didn't stop himself with his energy.

"_You think you're tough?! Wait 'til I recharge and I'll have you FRIED, girly!" _Electro retorts with an angry point, before teleporting above the generators to drain more of their energy to replenish his strength.

'_Do not let Electro regenerate his energy above the generators!' _Madame Web advises them.

"Don't worry, Web, we know." Knuckles replied. "Spidey, watch and see what my special technique is." Small purple orbs start floating around the fighting echidna as he's charging up his special move. After a few seconds, his body is surrounded by a dangerously pulsing red and purple aura ready to explode on his enemies, "This is my Maximum Heat Knuckles Attack! Charge up enough energy and go buck wild on your enemies, like poor Electro standing there like a doofus!" Knuckles then releases his stored power and glides towards Electro at destructive high speeds to unleash a mighty explosive punch that severely disrupted his healing time and left him in a large crater.

**BGM End**

"Wow. You two are more powerful than I thought. Like smaller versions of the Hulk but don't turn green." Ultimate Spidey comments on their incredible strength.

Electro gets slammed onto the crater, feeling a lot weaker than he was a moment ago as the heroes confront him. _"I need to recharge…" _The weakened villain said, holding onto his head.

"You know what I find helps? Rest and relaxation, turn the tv off, just have a little 'me' time…" Spidey jokes as Electro quickly gets back on his feet feeling enraged, "But that's probably not what you're talking about." He said before the heroes got ruthlessly zapped that they were left pinned to the ground, giving Electro enough time to escape.

"Should we be shocked he did that?" An injured Yang casually made a pun as they recover from his attack.

"Stop." Knuckles calmly shuts her up.

**BGM-** **Spider-Man: Shattered Dimensions OST- System Shock (V3)**

The gang quickly catches up to Electro through an incoming thunderstorm as his powers continue to grow from generators. But he is still in need of more energy to reach full power. He creates a large swarm of his electric monsters to keep the heroes busy for a bit, even throwing in a truck that almost rams into Spider-Man for good measure.

"Trucks. We get it!" Spidey quips while dodging a truck. Then quips again after dodging another truck out of nowhere, "You REALLY have a thing for trucks, huh? A-Are you sure you want to be called 'Electro'? How 'bout 'Electruck'? Truckacon? Truck Master? _Truckleberry Finn_? Trucker V? I know, Professor Pickup!" He asked with so much sass.

Knuckles and Yang couldn't hold it any longer. The truck joke was too funny it caused them to burst into insane laughter. Obviously, the only one who didn't find the joke funny was the increasingly enraged Electro, _"BE QUIET!"_ He yelled.

Peter chuckles, "Yeah. I really _drove_ that one into the ground."

"_Maybe THESE will shut you up!" _Electro creates two more large purple beasts in front of a building while he infiltrates it for energy.

"Maybe they'll make me talk more. You'll never _know_." Spidey sassily remarks while dodging a slash from a purple beast.

"Ha ha ha ha! You might be funnier than our Spidey! Maybe because you're still a teenager. Is that a sign we're getting old?" Yang jokes, dodging the other beast's attacks while shooting at it to wear its defensives down.

"Ya know, I'm _sure _I saw a grey hair somewhere in that blond bush of yours." Knuckles quips with a snarky grin, all while throwing a large rock to destroy one of the purple beasts.

"I ain't THAT old. And I'm sure echidnas don't have a very long lifespan." Yang glares at the joking mobian while punching the other purple beast.

Spidey yanks the creature with his webbing to finish it off with a tendril slam. "That's all of his pets. Where did Electro go?" The webhead asks his friends.

"Probably somewhere inside absorbing more power." Yang points to the building in front of them.

'_Ms. Xiao Long is right.' _Madame Web spoken. _'Heroes, you must keep Electro from gaining more access to power sources.'_

"We already knew that." Knuckles said.

'_Perhaps, but you don't know the grave consequences you're facing for failing to stop him.' _Web replies with some worrying ominous.

Peter sighs, "Worse than a little light show, huh?"

'_MUCH worse.'_

"Of course."

The large door that leads inside the generator room opens for them, most likely because Electro is in the middle of absorbing more and more energy as his strength keeps on increasing to almost immeasurable heights. _"Yes…yes…yes!" _Electro is utterly enjoying the unlimited energy that's surrounding him to absorb.

"No, no, no?" Spidey jokingly responds.

"_More power!" _Electro demands.

"Less!" Yang quips.

"_More!"_

"LESS!"

"_MORE!" _Electro yelled.

Knuckles sighs, "Why don't you just give up, Elec-?"

"_RAAAAAAAAAAAAAAAAGH!" _Electro interrupts him with a frightening roar of power as everything inside the generator room goes crazy with electricity as he flies away.

"Okay nevermind." Knuckles responded with a stunned look on his face. "But, y'know, if you change your mind, giving up is still an option." He joked.

Yang runs over to a walkway, trying to pursue Electro, but the second she approaches, the out-of-control electricity shocks her to the ground. "The electricity is crazy here! We'll never reach Electro like this!" She said.

"We just need to stop the electricity! That's how we'll get to Electro!" Spidey replied.

"Spider-Man! HELP!"

The heroes look over to see a worker on his own surrounded by electricity. Spider-Man zips over and rescues the worker, bringing him down to a safer level, "Are you okay?" Spidey asked him.

"Yes, I am fine." The worker replied.

"Can you help us get to Electro?" Yang asked him.

"Sure thing. Follow me." The worker leads the trio to a terminal that he immediately starts working on. "Me and my co-workers use these terminals whenever we experience an electrical overload. I can use them to shut it down, but I won't be able to stop them all. You'll need to rescue my other co-workers in the building and bring them to the other terminals. Two of them will help you open the blast doors to Electro!" He instructs the heroes.

"On it! Let's go!" Spidey nodded.

Spider-Man wastes no time swinging over the insanely cackling electricity finding some of the workers. He found two of them and brought them over to the blast door terminals to begin opening his way to the final battle. Knuckles and Yang glides above the area until they found and rescued two more workers and brought them to terminals to fix the electricity. While they work, everyone is suddenly attacked by an onslaught of red creatures trying to prevent them from proceeding.

"More of Electro's monsters!" Knuckles exclaimed.

"Some are coming over here too!" Spidey shouts from his side.

"Keep 'em busy! Protect the workers!" Yang shouts, dashing forward while unleashing an explosive series of rapid punches to the coming onslaught. Several red creatures lunge only to get roundhouse kicked by the blond brawler as she goes for a backflip kick on several more before unleashing an explosive shockwave punch from her fist that pierces a whole line of creatures.

Knuckles spirals like a horizontal drill through a swarm of monsters before crushing one with a downward punch. He repeatedly keeps throwing his punches protecting the workers, and when few are about to get past him, he then punches into the ground unleashing a powerful volcanic eruption for a few seconds which makes fireballs spew out from the ground, instantly destroying the incoming swarm on his end.

"Spidey! If you're SURE you can control it, I grant you permission to use your power-up mode!" Yang allows Spidey to use his Rage Mode for this one instance as the swarm is getting larger and feistier.

"Ah yeah! Time to unleash my RAGE!" Spidey activates his insanely powerful Rage Mode and quickly has no trouble demolishing the electric onslaught while still having full control over himself. Tendril whips fly and then slam down in a blink of an eye as Spider-Man effortlessly destroys dozens of monsters in a quick moment. "Have some of THIS!" He extends a tendril piercing through a line of monsters before bursting out several more from his chest to tear them up like a beast. "WOOHOO! I'm feelin' good!" He admits while his tendrils surge through the floor beneath the monsters' feet before exploding with a black explosion, ending the onslaught.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Electro - Overload (Fragment Mix)**

With the monsters destroyed, the workers have their full focus shutting down the electricity that's going haywire in the building, "We shut down the electricity, Spider-Man!" One of the workers informed him and his friends.

"Good job. Looks like you do have your rage under control." Yang smiles, approaching the young Peter to give him a fist-bump.

"How 'bout we unleash some of it on Electro. Are those doors open yet?" Knuckles asked the workers on the door terminals.

One of them replies with a thumbs up, confirming they have succeeded opening the blast doors. As the giant doors open and they walk in, Peter's head is buzzing like crazy, and for a very good reason. Below a massive and dangerous lightning storm that tears a frightening hole into the sky, the trio stands together in total united shock, staring at the electrified, gigantic Electro after he has absorbed too much energy.

"What the…H-How did he get so BIG?!" Knuckles asked, completely in shock and awe of his massive size increase.

And the giant Electro is still draining energy. He's standing behind a dam blocking a massive amounts of water but cares more absorbing the energy from generators attached on it. _"I HAVE BECOME A BEING OF PURE ENERGY!" _Electro proclaims that he has reached his ultimate form.

"WITHOUT PANTS!" Both Spidey and Yang shouts with their best acting skills that harbors the giant supervillain's stern attention.

"_NEXT – THE CITY! ALL THAT POWER!" _Electro plans to absorb the energy of New York City next, which will surely give him enough power to threaten the entire planet.

"Not unless if we stop you!" Knuckles retorts as he takes a fighting stance.

"And _how _do you plan we do THAT? Give him a noogie?" Yang sassily asks the knucklehead echidna how they plan to fight a giant Electro that wields immeasurable power.

Spider-Man seems to have an idea. Taking a closer look, he notices the rain reacting to Electro's giant body, and as a science kid, he knows electricity hates getting in contact with water. "Oh, don't like the rain, huh?" Spidey jokingly asked him.

"_IT'S HARMLESS…LIKE YOU THREE." _Electro remains unconcerned of the rain, proclaiming it doesn't hurt him at all while thrusting his giant, mighty finger to point and threaten the heroes.

"Lemme see what we can do about that. On BOTH counts!" Spider-Man quipped while getting into his own fighting stance.

"_YOU'RE ABOUT TO GET NICE AND TOASTY!" _Electro fires a large sweeping energy beam at his tiny adversaries.

"Spidey, what's the plan, 'cause its really obvious right now he's too powerful for our punches, even if we work together?!" Knuckles frantically asks while he and his friends just barely was able to jump over his beams.

"See that dam?!" Peter points to the dam behind Electro, which is just enough for Knuckles and Yang to realize his plan.

"Say no more! We just gotta destroy it!" Yang grinned.

"And big boy's gonna help us do it! Just look at him!" Spidey looks at Electro already going back to absorb more energy from the generators.

"_GIVE ME THAT POWER!" _Electro drains the generators for energy with one hand, while leaving the other one to rest on the platform.

"He's too distracted gaining more power! We can use his own weight against him!" Spidey shows his pals what he means by spraying his webbing on his free hand.

"_GET THAT JUNK OFF OF ME!" _Electro quickly notices his hand was webbed up and uses his massive strength to yank it free, accidently damaging the dam, which was something Spidey was counting on.

"Alright! Guess the only thing we can do is force Electro to waste more of his energy 'til he needs to recharge!" Knuckles grinned, after fully understanding their plan to defeat the giant Electro.

"That shouldn't be a problem!" Yang repeatedly fires upon the gigantic menace, and while it doesn't do much against his overwhelming might, it is enough to irritate him with her attempts.

"_I'M GONNA BURN YOU INTO A CINDER!" _Electro sweeps them with several more giant energy beams.

"Sorry! I hear being burn into a cinder can make someone quite toxic. That or get bonded with an alien." Yang jokes while using her gauntlets to hover over his energy beams until he needs to recharge again.

"_JUICE ME UP!" _Electro expended enough energy for another recharge, giving Spidey a chance to perform the same routine and web up his free hand. _"WHAT ARE YOU DOING?!" _He once again rips his hand off the web and accidently damage another part of the dam.

"Admiring that massively naked body of yours that is SCREAMING for some clothes! Unfortunately, none of the stores on the planet sell giant-size pants! Tol'ja to get some when you could, but now it's too late!" Spidey quipped.

Yang shoots her bullets at Electro while Knuckles throws nearby objects to anger him more and more. Electro roars and unleashes more beams of energy that are slowly getting harder and harder to dodge. The heroes endured just for a few more seconds to get him use more energy than necessary for another recharge. _"LOOKS LIKE…I'M TAPPED OUT." _Electro can feel his powers draining and turns around ignoring the heroes to place both hands on the giant generators.

"Hurry and make it to the dam!" Spider-Man said to his team.

"Right behind you!" Yang responded.

The black-suited webhead web-zips on the levitating debris that's taking him there while the other two brawlers glide over there. Now all three heroes drop down onto the dam to resume their fight with the giant electrical menace.

"Surprise! Did you miss us?" Yang joked.

"_YOU'RE RIGHT WHERE I WANT YOU!" _Electro smiles as he's preparing to smash his fist on them.

"INCOMING!" Knuckles yelled.

"_HERE COMES THE HAMMER!" _Electro repeatedly smashes his large fists on the dam as the tiny heroes frantically runs away from them. With every punch failing to squash them, they cause more and more damage to the dam until it's closer to getting obliterated.

"How long do we have to keep this up?!" Knuckles shouts while running from his fists.

"Hopefully not too long!" Spidey responded anxiously.

After that got boring and irritated that they are still alive, Electro places his hand on the dam summoning more electrical creatures to fight them, _"LET'S PLAY SQUASH THE BUG AND HIS TINY FRIENDS!" _Electro taunted.

"Make things more difficult for us, huh?" Yang annoyingly quips as she and the others are forced to fight his monsters and dodge Electro's punches.

"Better than waiting and avoiding getting pulverized!" Knuckles remarks, gritting his teeth and enduring Electro's devastating attacks while also destroying some of his monsters.

"_YOU'RE ABOUT TO BE HISTORY!" _Electro keeps pounding his fists on Spider-Man exclusively this time as he believes it's time to get rid of him once and for all.

"You keep poundin', while I keep dodgin'!" Spidey quipped, flipping away from his attacks until one of his punches did smash him to the floor painfully.

Electro's laugh shakes the sky as he finally landed a good hit on the bug while his minions are slowly overwhelming the huntress and the echidna. _"YES! I KNEW IT! I AM ALL-POWERFUL! I CANNOT BE BEATEN! NOW…" _Electro reels back his left fist, intending to end them with this last punch, _"TIME TO TALK TO THE HAND!"_

"Why didn't you do that sooner instead of having your hand talk to someone else?" Spidey slowly stands up from the other attack, mocking Electro.

"_HUH?!" _Electro responds, confused and clueless of his words.

"Are you that stupid to not realize we've been fighting on a dam this entire time? I wouldn't be shocked if you were." Yang smirks, pointing at the dam that has been severely damaged by Electro and is seconds away of collapsing its massive amounts of water on him.

"Surf's up!" Knuckles grins as the water slowly starts to pop from the open cracks and spray all over onto Electro, weakening him immensely as more keep pouring on him.

"_UH, NO, NO, C'MON! C-C'MON, NO WAY!" _The scared Electro frantically yelled from all the water pouring onto him.

**BGM End**

"Hey big guy!" Spidey shouts, attaching numerous webbing onto his giant face for him and his teammates to hold onto, as each of them activate their own "Power-Up Mode" for the final attack. "DRINKS ARE ON US!" Spidey shouts. Team Ultimate launch themselves from the webbing to deliver one massively powerful, combined punch onto the villain's face, pushing him to get drown by the dam's water.

"_THE WATER – IT'S TAKING ME APARRRT!" _The giant Electro gets ultimately consumed by the larger amounts of water as he drowns within it.

"You seem shocked." Knuckles finally made a shocking pun after criticizing his friends about it earlier.

"So NOW he's making the puns." Yang quipped with a sly smile she gives the echidna.

With Electro finally defeated, his piece of the Tablet floats idly above the water waiting to be grabbed by its new heroic owners. "And that's why you never make toast in the bathtub." Spidey jokes, swinging over grabbing the fragment as he and his friends quickly land back at the power plant platform.

'_Congratulations, heroes! You really showed him what's…watt!' _Madame Web said with a pun of her own.

"Womp-wahhh." Both Spidey and Yang responded with while Knuckles simply laughs as they're all happy they put a shock to Electro's systems and retrieved another fragment.

* * *

**Empire State University (Amazing Universe)**

**BGM-Spider-Man 3 Game OST-Black Tension**

The Spider-Men and their friends are doing an excellent job recovering the pieces of the Tablet of Order and Chaos scattered across dimensions. But, unknown to the heroes, one of the fragments have been in the possession of the master of illusions, Mysterio, for quite some time. Mysterio was dangerous enough before when he was a simple charlatan. Imagine what he might become with even more magical might at his command. Even legends and gods can't begin to fathom what might happen if he did, and that's saying something.

Two police officers are running for their lives inside the ESU museum Mysterio robbed earlier for the Tablet. They try to run, but Mysterio won't let them. He summons two giant snakes to corner the cops. Real snakes. Not illusions. Because Mysterio now wields actual magic powers thanks to his fragment of the Tablet.

"Yes, run! Run from your master: the all-mighty Mysterio!" Mysterio walks on his fog, blasting everything in his sights to show off his new magical prowess.

"No! Please!" One of the cops begged, not wanting to get eaten by a snake.

"And for my next trick, I make two policemen…disappear." Mysterio prepares to kill the cops with his fragment piece, but something interrupted him. His fragment begins glowing strangely and grants him cosmic awareness to allow him to see and sense the Spider-Men and their dimensional friends collecting fragments across time and space, "Eh? More pieces of the Tablet? That means more power – _more_! I must have THEM!" The villain disappears with an explosive bomb of smoke that knocks the policemen to the floor on their backs.

"Holy…" One policeman reacts in shocking awe.

"Yeah. You said it!" The other policeman agrees with his partner as neither of them seen Mysterio this powerful or power hungry before. And they fear what might happen if he somehow completes his goal of gaining ultimate power to rule not just one universe, but all of them.

**BGM End**

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: This marks the end of Act 1 of the story. The Spider-Men found four more fragments, unaware Mysterio also has one and now has his hungry sights for the remaining fragments to gain ultimate power. The adventure gets more dangerous in this second act as we return with Team Amazing.**

**Hamm1999: Why are you asking me? That's up to you.**

**D.N. Works****: Realistically, yes, Alchemax wasn't the only company that was affected by the Convergence. Every company in 2099 took a decent hit to their stocks before they got everything in order.**

**Sam Fisher1: Thanks. Just doing what I can to entertain people.**

**Alexandria Prime: No. What I said last chapter was meant to be a joke when talking about "Schnee of 2099" and referencing "2099" by saying "future" story. The only RWBY descendant that'll make appearances will be Summer Rose Jr.**

**Next time: Marko Polo! Don't get beached by the Sandman!**

**Question of the Chapter: How do you like (or dislike) Yang being a "older sister-like figure" to Ultimate Spider-Man? What would her reaction be if she learns of his inevitable death in the Ultimate Universe? **

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	7. Issue 6: Shifting Sands

**Ultimate Spider-Man: Your Friendly Neighborhood Spider-Man, at your service. Me and my new interdimensional pals, Yang and Knuckles, found ourselves another Tablet fragment. Of course, it wasn't **_**shocking **_**that Electro found it first at a power plant. He used to fragment to absorb so much energy he became a giant. He would've won, if he learned how to swim, and now we have another fragment. Let's keep up the momentum!**

**BGM End**

* * *

_Issue 6: Shifting Sands_

**Roxxon Mining Site (Amazing Universe)**

"Here we are! The Roxxon mining site!" Sonic said while grinding on a rail.

Team Amazing has located another piece of the Tablet somewhere in a sandy mining site owned by the Roxxon corporation. Spider-Man jumps off a broken railing down to the sandy ground, "Gotta hurry up and find the next fragment!" Amazing Spider-Man says as he lands next to Ruby and then Sonic.

"Found it!" Ruby casually said, pointing to the lonely fragment sitting idly on the sand next to them.

"Um, great. So why is my spider-sense tingling?" Spidey wonders, getting a really bad feeling all of a sudden.

Something unexpected appears before the heroes. The sand on the ground starts to change. Rising from beneath and morphing what appears to be a giant sand hand. "Of course this was another TRAP!" Sonic shouts before everyone was suddenly slammed deep into the sand.

Some choked yells can be heard from the sand, implying the heroes are still alive just buried. It wasn't long until Spider-Man punched up through the sand and used his strength to help himself back up to the surface and then quickly dragged his friends back up with him.

"Jeez! Talk about a dirt nap! But where's the…" Spidey then noticed the fragment is gone and has a pretty good idea who took it, and more importantly, who tricked them into meeting at this mining site.

"Lookin' for this, webhead?" The heroes stand tall confronting the filthy criminal full of dirty tricks, the Sandman, holding the fragment in his sandy hands.

"Figured it was this guy." Ruby glares, scowling at the supercriminal.

"Well if it ain't my ol' pal, Flint Marko: The Sandman!" Spider-Man greeted his old enemy. "Y'know, every time we play together, I end up digging sand out of my costume for weeks."

"I got a game for you to play." Sandman disappears, dissolving himself completely into the sand out of sight while keeping the heroes in suspense.

"Didn't he try a trick like this before?" Sonic asked, vaguely remembering there was one-time Sandman pulled a similar stunt in another planet before.

"Marko?" Spider-Man calls out his name, but only receives a powerful gust of sand that hits their faces. "Marko?" He shouted.

"POLO!" His voice echoes while firing a huge blast of sand at them.

Spider-Man web-zips to safety and the speedsters run to his side on a broken mining rail high above the sand. "Whew, and it looks like his jokes haven't improved since then either." Sonic joked.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Sandman - Maelstrom**

Large amounts of sand are starting to morph into something deadly now that Sandman is here. The supervillain is using his enhanced powers to transform into a gigantic sand cyclone, sucking up nearly everything as it rampages through the mining site.

"Sandstorm powers? That ain't good." Ruby commented.

"Yeah, there's definitely gonna be sand in my costume after this." Spidey joked.

Debris is flying thanks to the sandstorm as most of them are flying into the heroes' direction, making it pretty hard to see as they keep getting hit by them. "We gotta find some way to take the winds out of his sands!" Sonic shouts, while blocking bravely of the flying debris.

"Over there! That water tower should do the job!" Spider-Man uses his Spider-Sense to locate a water container up ahead near the sandstorm.

"Okay! Let's go!" Sonic leaps onto the flying debris, jumping from object to object towards the water tower. Ruby follows suit jumping off the objects while Spider-Man web-zips from them. Though the winds were fierce, the heroes were able to push through and make it to the water tower.

Spider-Man quickly attaches his webbing onto water container to pull himself back. "Cool off, Flint!" Spidey jokes, jumping forward with a flying kick that knocks the water out onto the sandstorm, reducing it all the way back to regular 'ol, angry Sandman.

"You think that'll stop me? Think again!" Sandman morphs his right hand into a hammer and rushes to smash his nemesis and his annoying friends.

"Yoink!" Sonic smiles, jumping away with his friends to trick Sandman into smashing the water tower instead, causing himself to make spitting noises as the water splashes onto his body turning him into a muddy mess with legs.

"Oh look – you're all wet! Want me to go grab a towel?" Spidey joked.

"SPFF! PFUU!" The dirty Sandman spits and spats and gets hit with a ladder that got a little giggle from Ruby. "You're not goin' anywhere! I can control ANY sand I see now…ANY sand at all!" He proclaimed.

"Yeah? You could make a killing in the landscaping business." Peter quipped.

"I'll make a killing, all right!" Sandman retorts, absorbing more sand to clean himself of the mud. A sandy vortex replaces his feet as he moves around trying to smash his enemies with his makeshift weapons. "Let's do this!" He forms a hand mace and would've slammed Spider-Man with it if he didn't dodge him in time.

"I'm not ready yet. How 'bout a drink first?" Spidey grabs a nearby water barrel with his webbing and throws it at Marko, drenching him with water and turning him back to mud.

"Always with the smart-mouth!" Sandman retorted.

With Sandman drenched and vulnerable, this was a good opportunity for Sonic to deliver a fast-hitting Homing Attack to him, "You should know by now how we are, Sandy! We just fought like a few months ago." The hedgehog grins while messing around with the villain.

"That wasn't me!" Sandman swings his hammer as the hedgehog flips over it. "That was some 'phantom clone' thing created by the doctors! I'm not that faker! Besides…" He manages to blasts the speedy hero away with a powerful beam made of sand from his hand. "I'm MUCH stronger than that poser now that I have this rock!" He evilly grins while his eyes glow a menacing yellow.

"It probably made you stupider than your fake." Ruby quipped from the sides.

"What you say, PUNK?!" Sandman growls, twirling himself while absorbing more sand to remove the mud and before lunging to pound the huntress with a slightly larger hammer, "You're SO dead!" He threatened.

Ruby backflips from his hammer while switching to her gun to shoot at him. Sandman chuckles, effortlessly walking through her bullets as they fly through his sandy body. The criminal extends his fist to punch the girl away. "Who's next?!" He asked his enemies.

"Me!" Spidey cheerily volunteers as he kicks right through Sandman and appears on the other side.

"You always know how to tick me off!" Sandman generates multiple hands from beneath the sand to rise and follow the acrobatic webhead with flying fists.

"How do I tick you off?" Spidey quipped while avoiding his flying punches. "Is it because I make fun of your name? Your hair? Your clothes? Or is it because I keep making you wet all the time?" Spidey throws another web barrel at him, turning him back to mud once more, weakening his powers.

"YES!" Sandman yelled.

"So all the above." Spidey quipped, zipping towards him with an assault of punches and kicks while he's still wet. Sonic quickly joins the fun and delivers some spin-attacks that are surely angering Sandman with every blow he receives. This gave Ruby enough time charging up a laser shot from her Crescent Wispon, switched to Laser Mode, before firing on the muddy Sandman from a distance.

**BGM End**

"RRRAGH!" Sandman growls angrily after having enough of their annoying assault. He uses the sands to blow Sonic and Spidey back to Ruby's side while giving them each an intense glare. "I got a better idea for how to deal with you three." He darkly said, swirling into the sand and forms a twister to flee deeper in the mining site.

"That's nice and ominous." Spidey joked.

**BGM-Spider-Man: Shattered Dimensions OST-** **Cavernous Quarry**

The trio of heroes begin their quest pursuing the Sandman through the area, beginning by running into a sandy ol' building nearby the battlefield. "Hey Flint? Where'dya go?" Spidey calls out to the filthy criminal.

Before they could take another step towards the next door, it was suddenly blocked off thanks to a wall of sand formed by the Sandman, "I DON'T NEED TO FIGHT YOU IN PERSON ANYMORE!" He shouted. Sandman uses his new powers granted by the fragment to create humanoid monsters made from pure sand to fight his battles for him.

"He can create sand monsters now?" Ruby reacted in shock of this new development.

"Wouldn't be the first time." Sonic referenced another adventure when Sandman created sand monsters when he was once powered by ISO-8. One of these new sand monsters attempts to strike at the hedgehog, but he was able to jump away from it. "These things are a pain. Nothing works on them." Sonic scowls, destroying the creature with a Spin Dash, which did absolutely nothing as it almost immediately reformed to attack him.

"Nothing except water and fire." Ruby grins, switching her weapon to "Burst Mode" to spew a flamethrower at a sand monster. The intensity of the flames was so hot that it turned the monster into glass, allowing Ruby to shatter it with a single swing from her scythe. "See?" She said after demonstrating how to defeat a sand monster with fire.

"Kid's learning. Soak them with the water barrels. This mining site conveniently has a lot of them lying around. And if you have anything hot, turn them into glass." Spidey advises his teammates while fighting his own sand monster.

Sonic jumps from another sand monster's attack to curl himself into a ball, charging himself up to use his new Burning Homing Attack. He strikes one monster with his spinning flames, quickly turning it into glass, then striking several more with his flames and turning them into glass as well for Ruby to destroy after each one transformed. Spider-Man grabs some of the water barrels and soaks the sand monsters with them, making them all muddy and wet and vulnerable to his punches and swinging web hammers until they break into grain.

"Was that the best you can make, Sandy?" Sonic mocked his creations while grinning

"RRRAAAAGH!" Sandman unleashed a frustrated yell after his sand minions were destroyed by the heroes. His frustration led to him destroying the ceiling of the building with his sandstorm and unknowingly removed the sand wall blocking their path.

"Leaving already? You never stay and cuddle." Spidey joked.

The superhero gang exit out the door to be quickly amazed by the giant sandstorm spiraling in the center of the area. Debris is flying everywhere and most of the platforms were sucked into his sandy hurricane, which will make traversing a little tricky.

"Talk about having the floor pulled out from under you." Spidey joked, not seeing a lot of structures for him to swing on.

"Sandman was dangerous enough before without the fragment." Ruby said, staring at large sand tornado ahead.

Sonic nods with a serious expression, "Yeah. We need to get that fragment away from him, but we won't be able to do it with this sandstorm in our way. Where's the nearest water tower?" He glanced around for one but found nothing yet.

"All the way over there." Spidey points to a tall platform next to the tornado that has its own water tower, but it's a little far away and'll take some time to reach. "We can use that to flush him out." He said to his teammates.

Having their sights on their objective, the heroes race along the flying debris to have a chance to reach that water tower. "Be careful of the sand! Spider-Sense doesn't want us touching it!" Spidey advise to avoid landing on the massive amount of sand that makes up the ground below them.

Just when he heard his warning, Sonic accidently landed on the sandy ocean, and in a few seconds a giant sand hand was gonna drag him to a sandy grave. "Whoa!" Sonic quickly jumped away before the giant hand could grab him, "I can see why!" He bounced off the flying debris to land on a wooden platform that has sand monsters forming to confront him, "Swell. More sand monsters that want to play." He gets into a fighting stance.

"Need some help?" Ruby asked.

"Nah. Just give me three seconds to bring it on." Sonic cockily replied, believing he can handle the monsters on his own.

"Okay." Ruby has full confidence the hedgehog could destroy the sand monsters and continues leaping from the floating debris closer to the water tower. "Lemme see if I can get there faster." She takes out her Crescent Wispon for a better idea to cross the sand ocean, "Crescent Wispon: Crimson Eagle Mode!" Her weapon reacts to the Crimson Wisp living inside it and transforms into a crimson-colored jetpack with retractable wings for her to wear on her back. Ruby takes off to the sky flying high and fast above the sand ocean, doing her best avoiding the sand tornado to not get sucked in. And before long, she quickly lands on the platform holding the water tower to weaken Sandman.

"Found it!" Ruby said.

Before she could topple the tower with her scythe, Sandman's voice intervenes to stop her, "YOU'RE NOT DOING ANYTHING!" Sand appears underground and immediately form into a large and strong Sand Golem that pushes Ruby back with one punch.

"You expect me to be afraid of that, _well_, it worked." Ruby quipped, sounding a bit nervous of the large creature. The Sand Golem fires several sand balls to attack Ruby with and forces her to roll away from, "You're a big fella, huh? No matter. I'll just turn you into glass and shatter ya." She switches to her gun to spew her flames on the creature, but it knows to avoid getting turned into glass, "This one's a little smarter than the others." Ruby noticed, as she's having a hard time burning the Sand Golem.

"Really?" Spidey suddenly shows up with a water barrel to soak the Sand Golem with, turning it into mud, "I'm not seeing it." He quipped.

"I'LL DESTROY YOU!" Sandman shouts, commanding his Sand Golem to attack the spider and huntress.

"Uh, seriously, have you considered therapy?" Spidey quips.

Spider-Man quickly strikes the Sand Golem with his web maces, uppercutting it to break its defensives. Before Spidey could further attack, the mud creature rolls into a ball and rams into him and Ruby and knocks them back. Before the monster could do any more, it was immediately stomped and destroyed thanks to an arriving Sonic's spin attack.

"Looks like I had to save you two again, huh?" Sonic joked.

"No. Thanks for taking our kill." Ruby quipped, but that only served to give the hedgehog a small chuckle.

Spider-Man wastes no time web-pulling the water tower and kicking it, tipping the large amounts of water onto the sandstorm and weakening Sandman of his power. "URRRRAAAAAAAGH!" The supervillain unleashes a scream of rage and is starting to get really angry with the heroes' interference.

"What's wrong? Moisturizing is supposed to be good for the skin!" Spidey quipped. Sandman growls through his angry scowl, glaring at the heroes before turning into a sand vortex and escapes to the mines. "Where ya goin' now? Can we come? Huh? Huh? Can we?" Spidey jokes around, acting like a child while web-zipping to the mine entrance.

"I feel ya, Flint! Water doesn't mix well with me either!" Sonic quips while dashing to Peter's side.

"At least you don't melt." Ruby grins, meeting up with the duo using her Semblance.

**BGM End**

**BGM-** **Spider-Man: Shattered Dimensions OST- Cavernous Quarry (V2)**

As soon as the trio entered the mines, rocks fell down blocking the entrance most likely because of Sandman, leaving the heroes trapped until they could find another way out. Still, none of them are worried, most notably Spider-Man as he still has something to joke about their situation, "Aww, we aren't going into the spooky ol' mine, are we? Will we have to solve a mystery and unmask someone dressed as a ghost too? If so, my money's on Old Man Jenkins." Spidey jokes while zipping through the deep dark mines.

"We would make a killer mystery gang. I'm the girl with the glasses. You're the guy with the shaggy hair. And Sonic's our talking dog." Ruby said.

"Why am I the dog? Is it because I'm a hedgehog that can talk good english?" Sonic asked.

"No. Because chili dogs are your Scooby Snacks." Ruby quipped.

"Got me there." Sonic smiled as they run through a door, entering a large arena inside the mines

**BGM End**

"So where's Sandman? You'd think we run into him by now." Ruby asked.

Spider-Man spot another door just up ahead and swings towards it, "Okay. I've seen enough scary movies to know this is the moment when the monster jumps out." He joked. His suspicions were unfortunately confirmed when out of nowhere a giant hand made of sand rises to block their exit. "I knew it!" Peter remarks jokingly.

The giant hand grabs the heroes and ruthlessly throws them onto a platform. The sand changes, rising high forming a giant monster that resembles the Sandman but with glowing yellow eyes and blocking their own path of escape.

"Unnhhhh…my head!" Sonic shakes his aching head, as the heroes recover from Sandman's giant throw.

"I'LL KILL YOU!" The giant Sandman declared.

"No thanks, I think that would make it worse." Sonic quipped.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Sandman - Maelstrom**

"HOW CONVINENT! YOU'RE ALREADY SIX FEET UNDER!" The giant supervillain laughs as he smashes the platform with his fists.

"Was he making fun of my height? I couldn't tell." Sonic joked as the group dodges his fists.

Sandman switches his tactics for a moment and starts spitting sand balls in a machine gun-like fashion. "Whoa!" Ruby exclaims in a surprised look, flipping and jumping for her life from the sand balls. She quickly uses her gun firing fireballs in hopes of turning the giant into glass, but none of her attacks are working. "Don't think we have the firepower to turn him into glass!" She says while dodging more of his attacks.

"But we do have something that'll turn him into mud!" Spidey remarks after spotting a big cart full of water barrels for them to use against Sandman. _'If it's water, it'll hurt him. If it's sand, it'll…well, it'll suck. Just gotta trick him into smashing the barrels.' _He said in his thoughts. With a plan in mind, the amazing webhead lands next to a water cart and fires his web bullets at the giant villain to get his mean and annoyed attention, "I'd ask you to surrender, but I know that'd be going against the _grain _for you. HEY-HO!" He joked.

"RRRAAAAAGH! SHUT UP!" Sandman prepares to slam his giant right fist onto the little webhead, something in which he was counting on as the spider rolled out of range so his fist would smash the cart with the water barrels. Because of them, his arm is now covered in vulnerable mud.

"You should watch what you touch. You may never know what will give you the mud disease." Spidey jokes, using his Blue Cube Web Hammers to utterly devastate his muddy arm.

"Blue Tornado!" Sonic uses his Spin Dash circling around another cart into his blue tornado, launching the barrels into the sky. He kicks each barrel in rapid succession onto Sandman, messing up several parts of his body to damage rapidly with his Homing Attacks, causing the giant to roar in pain, "Hey, don't cry! It'd mess up your body even more!" Sonic joked while smiling.

Ruby also uses a tornado with her Semblance, sending several water barrels into the air with her petals and smacks some of them onto the sand giant with her scythe. "Here's mud in your eye!" Ruby remarks, shooting at Sandman's muddy face that causes him great pain.

Having enough of them muddying up his body, Sandman unleashes a might roar, "RRRAAAAAAAAAAAAAAAGH!", a roar so loud it eventually destroys all the carts with the barrels, lessening their chances to weaken him again.

"He destroyed all the carts! What do we do?!" Ruby exclaimed.

"No problem. Look." Sonic points to a mining mechanism to their left that has reactivated somehow and is automatically bringing them more water barrels to use in battle. "His little temper tantrum must've reactivated the machines in these mines bringing us more water barrels!"

"OH COME ON! CAN'T I CATCH A BREAK?!" Sandman whined.

"Ah, shut up, you big sand baby." Spidey throws a barrel at his face, drying it and causing the sand giant to collapse his head on the platform. Sonic leaps into the air before coming down like a meteorite using his Charged Homing Attack on his muddy head. Ruby barrages the weakened Sandman's face with lightning-fast slashes before Spidey runs forward with his double web hammer.

**BGM End**

"I gotta say it: Here's mud in your eye!" Spidey quips, swinging his hammers onto his face and smacking his head off the platform in pain.

"I already said that." Ruby casually told the webslinger.

"Really? I wasn't paying attention." Spidey quipped.

"GWAAAAAAAAAGH!" The giant Sandman screams in pain while turning into a sand vortex and fleeing from the mines.

"Hey, don't leave us alone in here! This place is scary." Spidey jokes, sounding like a scared child.

**BGM-** **Spider-Man: Shattered Dimensions OST- Cavernous Quarry (V2)**

Nonetheless, the heroes fearlessly pursue the supervillain through the mines and would've escaped already if more sand monsters didn't block their path to keep them busy. "More sand monsters? Give it a rest, Marko. You know they can't slow us down." Sonic taunted.

"I'll crush you!" Sandman speaks through one of his sand minions while fighting the hedgehog.

"No, no. Bury him!" Another Sandman says while his minions fight Ruby and fail to hurt her.

"Wha?" Ruby raises a confused eyebrow, wondering why Sandman is arguing with himself.

"Drown them in sand!" A third Sandman argues with the other two while Spider-Man splashes opens a valve that splashes water on his sand minions.

"Uh, Flint? I dunno if spreading your consciousness across multiple creatures was such a good idea." Spidey said, getting a little hint that Sandman is starting to develop a case of Dissociative Identity Disorder.

"He might be losing himself to the fragment. We need to get that thing back before he loses more of his mind." Sonic remarks, while finishing off the muddy sand monsters so they could get a move on to stop Sandman.

The amazing trio found themselves back outside to an area similar to before with a giant sand tornado tearing up the site and sucking up every platform and debris one by one much to the heroes' dismay. "Again with the tornado? This sure didn't stop us last time. It won't stop us now." Spidey taunts his foe for performing the same trick twice.

"I'M WARNING YOU, WALL-CRAWLER!" Sandman snarled.

"Yeah, but you're all hot air." Peter joked.

"Hmm." Ruby narrows her eyes and stares into the distance to look for a water tower to weaken the tornado. And after a few seconds of looking around, she found one a little far into the distance, "Found a water tower we could use. It'll take some time to get there on foot. I would use Crimson Eagle to fly again, but this tornado is a little stronger than the other one."

"I'll get us there lickety-split." Sonic quickly grabs the hands of his friends and position himself to the direction of their objective. "Hold tight!" He leaps high into the air, across the sandy ocean and uses his Boost to blast them off at the speed of sound to the water tower without worrying of the tornado sucking them in, though it does try but Sonic's new speed is able to bypass its attempts. In seconds flat, they just managed to land on the platform with the water tower. "Here we are!" He said after their successful landing, though the platform they're standing on did immediately lose some parts that were sucked into the tornado. "That was a little too close." The hedgehog said with some sweatdrops of worry and fear of Sandman's destructive power.

"I'm gonna take back what I said about landscaping. You'd be better off going into demolition." Spidey joked to sand-for-brains.

More sand monsters are then summoned to stop them from tipping the water tower. "We'll hold them off! Hurry and tip that water tower!" Ruby orders the webhead. While she and Sonic deal with the sand creatures, Spider-Man uses his webbing to tip down the water tower onto the tornado to weaken Sandman. The super-criminal is getting more and more irritated with their attempts to stop him. He shouts out a frustrated yell and dashes his tornado onto the heroes.

"WHOOOOOOHOOO!" They screamed as they are painfully tossed onto another platform.

"He's getting a little angry." Sonic comments while they quickly recover. "One water tower's not enough. Is there another one nearby?"

"Over there! And it's not far!" Ruby points to another water tower nearby. Just before they race onto the platform that'll take them there, it annoyingly got sucked into the tornado before they reached it. "Ooooooooh! Just ONE platform! Is that too much to ask?!" Ruby exasperates as she's really getting frustrated with him sucking up all the platforms.

"Guess we're doing this again." Sonic sighed, holding onto his friends' hand and boosts them in midair to the water tower where more sand monsters are ready to fight them.

"Let's do this again. Spidey, tower. Me and Sonic, sand monsters." Ruby said with an annoyed look.

"I'll make this quick." Spidey avoids fighting the sand monsters and leaves them to his friends to destroy with the water barrels. Hopefully for the last time, Spider-Man uses his webbing and amazing strength to tip the giant tower and dump the water onto the tornado that should stop it for good.

**BGM End**

"HHHHHRRRAAAAAAAGH!" A now furious Sandman roars from their constant annoyance and once again flees to the mines to hide.

**BGM- Spider-Man: Shattered Dimensions OST- Cavernous Quarry (V2)**

"Back to the old salt mines…literally." Spidey said, zipping over with his friends to the mine entrance. "The deeper into the mine he gets, the more sand he'll have around him…the bigger he'll get!" He says while they run inside the mine.

"And he'll keep growing stronger because of the fragment. This is not looking good." Sonic added, worrying of Sandman's seemingly limitless increase in power.

"I'm getting tired of you three…" Sandman says while blocking their path with another sand wall, "WE'RE getting tired of you three!" His other personality shouts as his sand minions appear to fight them.

"Sandman, listen to us! The more you use that fragment, the more it separates your own mind! Don't you get it! You won't be you anymore!" Ruby tries to reason with Sandman as it's becoming apparent he's losing himself to the fragment's power.

"He's not listening, Rubes! We just need to hurry and find him and get back the fragment!" Sonic kicks a barrel, soaking a sand monster before getting destroyed by his spin attack.

Spidey throws multiple barrels to soak multiple sand monsters at the same time, leaving them vulnerable to get sliced by a single slash from Ruby. With them destroyed, the sand barrier that prevents them from moving forward sinks down. "Let's see where he went this time." Spidey said as they into a large chamber with seemingly no way forward.

"Where do we go from here?" Ruby looked around for another path.

"Hmmm, sand." Sonic looks ahead, spotting a wall that was covered with hard sand that's leaving them trapped in this chamber. "He's must'a gone through this wall. Heheheh. And they say the Chaotix are the only detectives in town." He joked.

"This wall looks a little too thick for our Wispons to have any real effect. We'll need something bigger." Spidey believes as he turns around noticing a large drilling machine next to them, "That drill could probably make Swiss cheese of it, but it's operator must'a run off as soon as-."

"Help! Somebody help me!" And speak of the devil, the operator he was talking about is shouting for help nearby while being surrounded by sand monsters. "I'm bein' attacked by – S-SAND CREATURES!?"

"Mmm…aha." Spidey simply remarks as he knew that would be the case and rushes with his friends to rescue the miner.

"Help! Somebody get these things off me!" The miner shouts while doing his best to avoid getting killed by the monsters.

"Keep your hard hat on! We're on our way!" Spidey quips, throwing a barrel at the monster that was going to hurt the miner if he didn't intervene to destroy it. Meanwhile, Sonic and Ruby use their respective fire attacks to turn the remaining monsters into glass before they immediately shatter them and saving the miner from their wrath.

"Are you okay, mister?" Ruby asked the miner.

The miner replies, "Phewww…thanks for saving my bacon! Anything I can do to getcha back…"

"Funny you should say that. Can you work that drill?" Spidey asked him, pointing his thumb at the drill machine behind.

"Can I? Buddy, just swing me over to her!" The miner is more than kind to help them out, much to their happiness.

As promised, Spidey swings the miner next to the machine to get dropped off. "Okay. Here we go." The miner climbs a ladder onto the vehicle and opens the door. He sits down and immediately turns on the drill to burrow through the sand wall.

"How long will this take?" Sonic asked, already impatient.

"Just about a minute or two!" The miner replied.

And of course nothing goes smoothly for them as the second he said that, multiple Sand Golems appear triggering the spider-sense and getting Spidey and friends ready for a little rumble. "This might take longer than a minute." Spidey quipped.

"Aw nuts! We got company, guys! Keep those sand things off my drill!" The miner urges them to protect his drill or they'll be trapped down here forever.

A Sand Golem repeatedly slams its fists damaging the drill and making it harder for the miner to burrow an exit for them. Ruby comes in striking the creature and pushing it back away from the drill. "We'll protect the drill! Keep focusing creating a way outta here!" She ordered the miner.

Two Sand Golems fight against Sonic by firing their rapidfire sand bullets at him. "That's it. Keep focusing on me." Sonic says to himself while running along the wall to avoid their bullets. When he spots some barrels below him, Sonic jumps down and kicks them forward with a burst of wind, sending them to soak the golems and leaving them muddy so they could get demolished by his quick spin attacks and kicks.

Spider-Man is fighting three Sand Golems by himself, using his reflexes to duck and dodge their sandy punches. He then vaults over one of the monsters, "Have a drink. It's on the house." He fires a webline on a nearby barrel and yanks it on the creature, then yanks two more from the sides of the other two golems and slams them into them. Now that they're all muddy, Spider-Man uses two web hammers and pummels two golems before they could counterattack. He then creates a fiery web hammer using his Web Wispon and swiftly slams it onto the third golem, turning it into glass before it's immediately shattered.

Ruby fights four Sand Golems at once. It's not problem for her. She's carrying some barrels with her Semblance and tosses each of them at a golem, weakening them. She swiftly jumps from her Semblance and amazingly takes down the golems with just her scythe. She gives out a small sigh before her stern eyes caught the attention of more Sand Golems forming from the earth to fight her and her friends. "Seriously? Well, no better time to see if this works on them." Ruby decided to use her Silver Eyes to fight them, and with a single flash exploding from her eyes, the remaining Sand Golems are instantly vaporized into nothing.

"Since when could your eyes destroy sand monsters?" Sonic asked the silver-eyed huntress.

"Madame Web upgraded my Silver Eyes to affect anything supernatural, remember? Y'know, like anyone that's powered up by a Tablet fragment." Ruby reminded the hedgehog of the enhancement Madame Web gave her at the start of their adventure.

"Why didn't you use that earlier against guys like Kraven?" Spidey asked.

"Because I…sorta forgot my eyes can do that now." Ruby smiles shamefully while rubbing her hair in embarrassment from all the deadpan glares she's receiving.

Nonetheless, because of their heroics, the drill was protected and was given enough time to burrow a path open for them, "We're through!" The miner exclaimed.

"Nice! One thing I can say about you, pal – you know the drill." Spidey gives the miner a grateful thumbs-up for lending them a hand.

"First time I saved three superheroes!" The miner smiled, backing up his machine and drives away to escape the mines himself.

"Thanks for the drill. We won't call you if we need a filling." Sonic joked as they make their way down the rail of cart tracks. Spider-Man swings through the air while the speedsters run on the ground as they're still looking for Sandman, yet so far no sign of him. But one doesn't need a spider-sense to tell he's near.

"There's no use hiding anymore, Sandman! Surrender the fragment and give up peacefully! There's no way you can win against us!" Ruby called him out.

That was the taunting needed to bring out Sandman in all his terrifying glory. Massive amounts of sand starts rising from the ground and instantly chases the scared heroes like a humongous sand wave, all with Sandman's creepy face seen pop up on it periodically, "YOU CAN'T STOP ME NOW, RUNTS! I SPREAD MY MIND TOO FAR! FARTHER THAN EVER! I AM NOWHERE! I AM EVERYWHERE!" Sandman frightens them with his little speech before cackling insanely.

"Yeah? We're really happy for you, but, talking to everywhere AND nowhere at the same time is kinda distracting!" Spider-Man quipped, swinging away from the sand wave as fast as he could.

Sonic briefly turns his head back and grunts to see the sand wave gaining up on them as he runs alongside a frightened Ruby, "He's gaining up on us! We gotta get outta here FAST!" He said.

"I see an exit! This is gonna be close!" Spidey spots a light at the end of the tunnel.

**BGM End**

The sand wave is seconds away from devouring them as the heroes gives themselves one final burst of speed towards the exit. And they did it. At the last second, they escaped the mines and leaps high through the air screaming in unison, "WAAAAAAAAAAAA!" before landing on a central platform.

**BGM End**

"We are NEVER going on that ride again anytime soon." Ruby said, panting like a dog from narrowly escaping with their lives.

Spidey sighs and then says, "Okay, maybe we should head for cover before Sandm-." Unfortunately, his spider-sense is ringing like a storm as he quickly realizes there's no place for them to hide from his increasing power, "Yikes! Nowhere to go!" He said.

"AHAHAHAHAHA!" The sinister Sandman laughs as he forms another tornado outside, but this time trapping his enemies in it so they won't use another water tower to stop him again. "IT'S THE END OF THE LINE FOR YOU, SPIDER-PUNK, AND YOUR SCARED LITTLE FRIENDS! I'LL FINISH YOU-!"

Inside the tornado, the heroes could do nothing but watch in surprise to see not one, but two faces of the Sandman form within his own tornado, with each having their own split personality. "KILL THEM NOW?" Sandman 2 asked.

"NO! PLAY WITH THEM A WHILE-!" Sandman 1 replied.

A third face then immediately joins the conversation with the other personalities, "DON'T GIVE THEM THE CHANCE TO ESCAPE-!"

"I WANNA MAKE THEM SUFFER-!"

"MAKE IT LAST!"

"NO, DO IT NOW! KILL THEM!"

"Flint, your consciousness can't handle being spread this thin! The fragment has made you TOO powerful!" Spider-Man told him.

"YOU WOULD SAY THAT!"

"WAIT, WHAT IF HE'S RIGHT?"

"NO, IT'S A TRICK-!"

"IT'S NOT A TRICK – I CAN FEEL IT!"

"SHUT UP-!"

"ADMIT IT, HE'S RIGHT!"

"HE'S LYING!"

"SHUT UP – ALL OF YOU! JUST SHUT UP-!"

"QUIIIIET!" All three Sandmans finally agreed on something, and that is putting an end to the heroes once and for all.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Sandman - Maelstrom (Fragment Mix)**

"At least they can agree on one thing. They all want us dead." Sonic joked.

The Sandmans disappear into the tornado to keep themselves hidden and making the heroes wonder when they'll show themselves. One of the faces appear spitting sand balls at their blind spot, but they quickly noticed and jumps away from them. Another face appears and almost got them with the same move. Luckily, the third face shows up and actually knocks them away with a barrage of sand balls and has them make a nasty fall on the central platform.

"This is crazy! How're we gonna beat him this time?!" Ruby asked as she has no clue how they're gonna beat Sandman and his many faces.

"Same way as before. Water. I'm seeing plenty of water barrels that were sucked into the tornado. Use them to muddy up one of the faces and just go nuts on it." Spidey tells them of his plan to defeat Sandman.

"GOTCHA!" A Sandman face blasts them with sand bullets, but they were just able to jump away from it.

"Ruby! Your upgraded eyes can hurt guys using the fragment! Use them to stun the faces!" Spidey instructs her.

"Got it!" Ruby agrees to his plan.

"WHAT ARE THEY UP TO?" A Sandman face asked.

"I'M NOT LIKING THIS! I'M OUTTA HERE!" The second face retreats into the tornado.

"ME TOO!" The third one as well.

"WAIT! WHERE ARE YA GUYS GOING?!" The first face asks while being the only face sticking out. Unfortunate for him, as Ruby uses her enhanced Silver Eyes to stun him greatly, "AHHH! I CAN'T SEE!"

"Darn! I only got one of them!" Ruby grunted.

"Good enough!" Sonic hurries and kicks one of the floating water barrels onto the stunned face, muddying it up.

"OH NO! I'M WET!" Sandman whined.

Sonic leaps in and delivers a relentless barrage of lightning-fast Homing Attacks on the soaked face before charging up a Homing Attack that really leaves a painful mark on it. "AH, FORGET THIS!" The muddy face finally retreats into the tornado.

"Hey! Get back here!" Sonic shouts.

Another face suddenly shows near his blindspot and opens its mouth, sucking in the air near the heroes in an attempt to eat them. "WHOA-WHOA-WHOA-WHOA-WHOA!" Sonic is the closest to getting eaten and runs as fast as his legs could give out to try and escape his vacuum mouth.

"Sonic! Catch!" Spidey perches on a floating object and fires a speedy webline for the hedgehog to catch just as he's about to lose his footing. "Ruby! Any time would be good!" Peter hurries her to stun Sandman again.

Ruby unleashes another silver flash to stun the face, thus stopping him from trying to suck Sonic and others into his mouth. Ruby knocks a barrel to soak the stunned face and then lands before it with her scythe open and ready to strike, "Petal Dance!" Ruby imbues the petals from her Semblance into her scythe as she delivers a flurry of powerful slashes directly on his face. She briefly uses her Semblance to drill on him before bouncing off his face and unleashes a large crescent wave made from her petals to slash and greatly hurt Sandman.

"WATCH OUT!" Suddenly, another Sandman face attacks Ruby when she was least expecting it, figuring out she's being a little nuisance with her eyes and temporarily puts her out of commission.

"HAHAHAHA!" Another face laughs at her for being so pathetic.

"I CAN'T CONTROL MYSELF!" Another face admits.

"TIME TO DIE! DIE! DIIIIIIE!" While another face goes full-on crazy.

Before the three faces could shot their sand balls to kill Ruby, Sonic quickly jumps down and picks her up before immediately jumping away from their attacks. "You're becoming a pain in MY grain, you three-faced sandbox!" Sonic scowls. He jumps off the floating objects to dodge their attacks, countering by kicking several barrels to some of the faces, but they keep disappearing to the tornado and reappear to blast him down when he least expects it.

"C'mon, spider-sense. Tell me when's the next face gonna show itself." Spider-Man focuses on his upgraded spider-sense to predict when the next face is gonna show itself. When his spider-sense finally tingles to his incoming target, Spider-Man quickly webs up a barrel and throws it at the face the second it forms.

"HEY! HOW DID YA KNOW I WAS GONNA APPEAR HERE?!" The face asked, sounding surprised and forgetful of the spider-sense.

"I would tell you, but it looks like there's already a lot in your mind right now." Spidey quips, zipping over to finish off Sandman with an all-out Crawler Assault, unleashing a flurry of berserker punches and flips before finally kicking him in the face.

**BGM End**

That final assault had enough strength to finally kick Sandman's mind straight, and was enough to defeat him. His sand tornado disappears into the floor as Sandman returns to his normal form, sinking unconscious into his own mess while leaving behind the fragment for the heroes.

"We did it!" Sonic cheered happily, oblivious that his socks are filled with dirty sand from the battle.

"SPFF! PFFIT!" Ruby finally wakes up after being put down by Sandman for a bit, only to find herself spitting out sand from her dry mouth. "Yuck! I got sand in my mouth. And my hair. And, everywhere. Ewww." She complained.

"Well, it wasn't exactly a day at the beach. But it was worth it." Spidey responds as he grabs their next fragment and completes today's mission. "And now, to clean the sand out of my shorts." He joked.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: Another fragment for Team Amazing to kick off Act 2. Hopefully things are going well with the other teams in the other dimensions. We'll find out pretty soon.**

**D.N. Works: That's Spider-Man in a nutshell. Of course his puns will annoy people, friend and foe.**

**red: I already did. Check out **_**The P.H.A.N.T.O.M. Menace**_**, the adaptation of Spider-Man: Friend or Foe.**

**Guest 1 (from chapter 6): I'm not doing an adaptation of RWBY: Grimm Eclipse because I kinda sorta did in **_**Battle for Remnant**_** with several differences.**

**Guest 2 (from chapter 6): The Other has been asleep all this time. It's not known for making conversation.**

**Next time: Avenging Uncle Ben! Get beaten or eaten by The Vulture!**

**Question of the Chapter: What are your thoughts and opinions on the four teams so far: Team Amazing, Team Noir, Team 2099, and Team Ultimate? Which is your favorite team of this story and explain why?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	8. Issue 7: The Feathered Cannibal

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Spider-Man Prime: Showtime! Here comes the Amazing Spider-Man! Look who we ran into at the abandoned mines. Sandman lured us here with his fragment thinking he'll finally take me out with his new powers. Though the fragment did make him stronger, it also split his personalities. So while he was arguing with himself, we took the pleasure of giving him a mud bath before drowning him with our victory. That's another fragment. We should be halfway done right?**

**BGM End**

* * *

_Issue 7: The Feathered Cannibal_

**New York City (Noir Universe)**

The late night train whistle its loud horn while moving along the rails in this quiet city. The train was alone. Minding its own business with no one around to disturb it. One second it passes by buildings as a blur. The next second, it's being watched by The Spider-Man and his allies, Blake and Shadow, on a nearby rooftop.

"Next on my list – Osborn's right-hand monster." Spider-Man Noir said, as he and his allies are still on their mission stopping the Goblin and retrieving the other pieces of the Tablet.

"Who might that be?" Shadow asked him.

"A sadistic circus geek who grew to love the taste of raw flesh…like his namesake. I assume you heard the name, 'Adrian Toomes', from your universe?" Spider-Man asked his allies.

"The Vulture? We know him. He's an old man that likes to fly around in a bird costume." Blake answered.

"Not this one. Call him whatever you want. I'll always call him the bastard who killed my uncle." Spidey said with subtle rage. Besides the Goblin himself, Adrian Toomes tops the list of the Spider-Man's most hated adversaries.

This came off as a bit of a shock to Blake for learning that in this universe it wasn't some unnamed mugger that killed Peter's uncle, but it was the Vulture. "What? So it was the Vulture that killed your uncle?" She asked the noir spider.

"Not just killed…" Spidey looks away from her for a moment to glare his angry eyes into the night before finishing his dramatic sentence, "Eaten."

Not even Shadow could hide the expression on his face when he heard how Uncle Ben died in this universe. He was stunned speechless while Blake was stunned and feeling a little disgusted to boot. "It was Osborn who ordered the death of my uncle, and sent Vulture to eat him alive. I thought I killed that monster the last time we fought, but somehow he survived and got his hands on a fragment."

"You tried to KILL Vulture?" Blake frowns with a face of disappointment.

"He tried to kill my aunt." Peter responded.

"Still, Spider-Men don't kill. You're better than that." Blake criticized him for trying to kill the Vulture.

"I know. I've come to regret what I done back then. With him alive, I won't rest until he's been brought to justice." Spidey replied, promising to his allies he won't kill Vulture this time and will defeat him the good ol' fashion way. Giving him a good beatdown, something Blake approves with her smile.

"Let's go find that lowlife before he finds something else to eat." Shadow straightens his left glove, ready to pursue Vulture.

"I can sense he's near. Follow my lead." Spidey said.

Team Noir leaps off the building and runs on another while searching for the cannibalistic criminal. It won't be long until they heard something, or someone, slashing their sharp fingernails on their own wanted poster. A rat can be heard minding their own business scurrying in a dark alley, until a creepy old man suddenly leaps over and grabs the poor rat while he's looking very hungry to eat anything, like the juicy dirty rat in his hands. "Hhhhhungrrry!" The old man immediately bites on the rat, feasting on its flesh and bones with no one to disturb his dinner. No one except for Team Noir.

"What's the matter, Toomes? No humans around for dinner?" Spider-Man taunts the cannibal from a rooftop above him, grabbing the old man's annoyed, creepy attention.

"That's your Vulture? He's a lot creepier than I thought." Blake remarks, feeling a little creeped out of this world's Vulture.

Vulture is in no mood to tangle with Spider-Man, much less his new friends. He fears he might end up dead like the last time he fought the webslinger. The old man bails, running away into the dark alleys to escape the web-crusader and his allies. "You can't escape us, coward!" Spidey declared.

**BGM-Spider-Man: Shattered Dimensions OST-** **Bird's Eye View**

Vulture cuts corners in the alleyways running scared from his relentless pursuers. Spider-Man chases him with all his speed, swinging through the air with all of his attention focused on hunting down the murderer of his uncle. Shadow skates on the ground below the swinging webhead while Blake is zipping from tow cables and bouncing off walls to keep up with her allies.

'_This world's Spider-Man is determined to stop Vulture.' _Blake said in her mind. _'I mean, why wouldn't he? This man murdered his uncle and tried to kill his aunt. To think in this universe, it was the Vulture that killed his Uncle Ben. Not some random burglar that Peter willingly let go and still regrets that decision to this day. I feel bad. Behind that tough and distrusting demeanor, this world's Peter is genuinely a good guy that's suffered so much betrayal and loss. I can kinda relate. My Peter helped me out with my problems. Think it's time I return the favor.' _She said, determined to help Noir Spidey avenging his uncle's death by defeating the Vulture.

"Belladonna. Shadow. Stop for a second." Noir whispered to his allies.

The gang stopped their pursuit for a moment, "What is it?" Blake asked.

"Spider-Sense is picking up Vulture's men patrolling past this corner." Spidey sensed.

"We gotta move fast if we want to keep up with him. I'll stun his men while you two take 'em out." Shadow said with his allies nodding to his little plan.

The hedgehog pokes his head out of the corner slightly to spy on the gunners patrolling the alley. He counts there are only five. Easy targets that are too distracted with their own conversations. "Vulture says he's gonna give me a promotion." One goon talked to his buddy.

"To what? Head mook?" His buddy joked.

"Whaddya you know? You ain't educated." The first goon replied.

While they're busy talking with each other, Shadow jumps into the air and carefully throws his Chaos Spears at his targets, stunning them to the point of shutting them up. The signal was given and Spider-Man and Blake quickly round up the stunned goons. Spidey webs two of them to the ground while Blake knocks the other two out with a single kick. Shadow easily knocks out the last goon with a karate chop to the neck to clear the area.

"Nice job, gang. Let's hurry. Sensing Vulture stopped nearby." Spidey whispered. The heroes silently move forward and soon locates the Vulture. Unfortunately, they were forced to hide when they see he's meeting with more of his men. "Damn. More of Vulture's trigger men." He quietly cursed.

"The Spider-Man and his new friends are after me!" The Vulture speaks to his minions.

"Don't worry, Mister Toomes. They drops in, they get lead poisoning." One of his men expressed by cocking his own gun.

"Vulture's flown the coop again, but he's not getting away. Not from me." Spidey muttered.

The heroes take some time perching from above thinking who they should take out first. As they get ready to know them out, one of Vulture's men shivers in fear before meeting with his inevitable fate, "I rather deal with Spider-Man than Vulture any day. That guy gives me the heebie jeebies." He said, admitting the Vulture is too scary for his taste.

'_I wonder how scared they'll be when they face me.' _Blake thinks to herself. The faunus hero quietly flips off a building balcony to land behind an unsuspecting goon. Before he turns around, she quickly uses her sheathed blade to knock him out. Spider-Man sticks to a wall watching Shadow distort the space between their enemies with a simple snap, leaving them dizzy long enough to get silently takedown by the webslinger's webbing.

"That's all of them in this area, but no sign of Vulture." Shadow looked around finding no signs of where their feathered friend ran off to.

"He couldn't have gone that far." Spidey said.

"Do you think he might've gone inside this building?" Blake points to a small building up ahead in the alley. A building called the "Creole Club", which sounds like the perfect hideout for the Vulture to escape to.

"Probably. Doesn't hurt to check it out. Besides, I could use a drink." Spidey joked.

The gang casually walk into the Creole Club in hopes of finding Vulture inside. The criminal dirtbag unfortunately isn't inside, but some of his men are hanging out and minding their own business, that is, until Spider-Man decides to ruin their little fun. "Hey guys. Don't suppose I can get a glass of milk to feed my cat?" He jokingly asked. Blake's ears twitch from his little joke as she wonders if he was referring to her. Knowing this is Spider-Man, a brooding one or not, she still gives him a silently mean glare of annoyance.

"Sorry, pal." A large brute speaks up responding to the spider as he stands up from the crate he was sitting on and grabbing ahold of his hammer for one, very obvious purpose. "But I got somethin' here to get you GOOD an' 'hammered'!" The big thug threatens.

"Who invited mount ugly?" Spidey jokes, flipping away from the big guy's smashing hammer slam.

"I've seen smaller elephants." Blake dashes to three goons performing a large, twirling slash with her blade that instantly knocks them out.

"What? Are there like elephant…faunus or mobians from your world?" Spidey repeatedly ducks under the brute's hammer swings before countering with a powerful web-strike to his chest.

"You'd be surprised how weird our world is. At least our world provides a better challenge than these lowlives." Shadow kicks down a mook before blitzing a small group to their defeat at high speed.

"Heh. Probably." Spidey grabs a large crate with his webbing and smashes it onto the brute, stunning him for a moment while Spidey latches onto his back and repeatedly pounds his fist on his face before stomping him into submission. "That's all she wrote." He quipped

More goons burst running through the door after hearing all the commotion caused by the heroes. "He thinks he's cute!" One goon scowls angrily.

"Bitch, I'm adorable." Spidey swiftly uppercuts the mook into the air for a spider-smacking combo that ends with a kick that knocks him down onto two other mooks. The other goons stood no chance against someone like Shadow, who easily evades their punches and swinging bats to give 'em a good taste of his Homing Attacks. Blake effortlessly knocks out more goons with her blade, making sure not to kill them. During a dash, she makes a quick halt and sends out her shadow to strike down a few targets ahead before they even had time to blink.

**BGM End**

"By unanimous decision, THE SPIDER-MAN AND HIS GUESTS! Raaah." He jokes with a fake cheer. That got a genuine smirk from Shadow and a little giggle from Blake, as they're at least glad he's trusting them a little more than before to the point of having some fun with them.

Blake's ears twitch again, and it's not because it's reacting to Spidey's jokes. "Worthlessss! All of you!" Vulture's voice quickly grabs the cat and the other's attention from outside the club. "How can you protect me if you can't even protect yourselves!? Finish The Spider-Man and his friends OR I'LL FINISH YOU!" He says, just as he throws one of his own men dead through the club's window as a warning to his other minions and the heroes.

"I still bide by my earlier statement that this Vulture is…a little more _unhinged_ than the other one." A stunned Blake makes a little joke while staring at the dead body.

The heroes zip out the window and founds Vulture waiting for them on a platform. Shadow throws a Chaos Spear to stop him but missed. The Vulture was surprisingly fast for his age and book it through an alleyway filled with several dozen of his own men patrolling their path to him. They have their spotlights turned on, scanning from the ground to the walls for the heroes.

"We don't have time to deal with his mooks. I'll meet you two up ahead." Shadow said to his teammates before disappearing using Chaos Control.

"How are we gonna get across without alerting anyone?" Blake whispered to the webhead.

Spidey looks at her for a second then looks back at the number of men blocking their path on the ground. He knows web-swinging would probably get their attention and thinks crawling on the wall is their best solution to save time, but what about Blake? The spider hums to himself for another second before looking back at her with an ingenious plan he has in mind. "Wanna piggyback ride?" He quietly asked nonchalantly. Blake delivers an angry glare at him in response, "I don't like the idea as much as you do." He quipped.

**BGM-Spider-Man: Shattered Dimensions OST-** **Bird's Eye View**

"This is embarrassing. Why didn't I go along with Shadow? I'm sure I could think of a better plan than this." An embarrassed Blake hides her blush while latching onto the back of the alternate, older version of her best spider-friend.

"You're the one who keeps complaining I should stop being a loner. Think of this as a trust exercise." Spidey quietly quips, web-zipping onto a wall to crawl on. With Blake in tow, The Spider-Man crawls along the wall and uses his spider-sense to his advantage to avoid getting spotted by the lights. "Don't tell me your Spider-Man doesn't carry you like this." He whispers to his grumpy passenger.

"Only when he also wants to embarrass me. That, or, to cheer me up when I'm feeling down. A quick swing through the city he knows will do the job. Which is kind of him." Blake whispers with a small, heartwarming smile.

"You have a good friend." Spidey Noir replied.

Blake quickly replies, "I like to think of him as a brother. We understand each other and have worked through incredible hardships in our lives. Some which were never easy. Yet somehow, he always finds a way to get through them with a smile. An odd quirk, but can be very inspiring. What about you? Do you have any friends that are like that?" She asked the grown up spider.

"Ben Urich was one before he betrayed me. Robbie Robertson is a good friend of mine. There's Felicia, but sometimes I wish we were _more _than friends if you catch my drift, but the two of us live totally different lives." Noir responded.

"Do you know a woman named Mary Jane Watson? I know you'd be good friends with her." Blake asked, wanting to help him break out of his loner habits.

"I think there's someone that goes by that name that works at the Bowery Welfare Center run by my aunt. I'll check her out later. We're almost there." Spidey replied as he spots Shadow up ahead waiting for them.

**BGM End**

"What took you two so long?" Shadow quietly asks as the pair meet up with them on a perch point.

"Belladonna wouldn't stop whining." Spidey whispered.

"Shut up." Blake glares at him angrily.

Shadow rolls his eyes as he's not interested to hear them argue again. He instead silently points them to the building in front of them where Vulture is presumably hiding, but before they head inside, Shadow also points to them some of his lackeys wasting time with their own little conversation.

"Vulture seems creepier than usual." One goon says.

"Yeah. And that's sayin' somethin'." His buddy replied.

"I didn't think anything could scare him. He's usually the scariest thing around. His breath always stinks too." The goon said.

"Yeah…what's that guy eat?" The buddy wondered.

Three more mooks are also seen having their own little conversation near a car. "Never seen Vulture like that! He was sweatin' bullets!" One mook said.

"Yeah. And anything that scares a guy like that…scares me." The other goon replied.

"The Spider and his little friends wants to muscle in on this action, they're messing with the wrong gang. I'll fill 'em fulla daylight!" The third goon said from sitting on the car.

The first mook scoffs, "It's nighttime."

"Same principle."

"Doesn't sound as good though. 'I'll fill 'em fulla nighttime'?" The second goon remarked.

"Exactly."

"See, this is why we're just goons. Because we have stupid discussions like this." The first mook said.

"Reinforcements, huh? I'll take down every thug in this town if I have to." Spider-Man says loudly to get the thugs' attention as Team Noir jumps down to confront them.

**BGM-Spider-Man: Shattered Dimensions OST-** **Bird's Eye View**

"Let's make this quick." Shadow uses Chaos Control to disappear from enemy sight. When he re-emerges between a small group, he's surrounded in an energy bubble that burst and scatters them ruthlessly.

Blake jumps up and delivers a powerful roundhouse kick that knocks out two guys rushing to her. She quickly takes out her blade and shouts, "Hadangeki!" to unleash a heavy overhead slash that sends out a wave of energy that knocks out four more lackeys.

"Hit the sack!" The Spider-Man crushes his two guys with a fierce five-hit combo before knocking them down. A brawler tries to rush him from behind, but he easily backflips to the air while webbing up his arms before landing behind his back to kick it and send the man flying to a wall.

**BGM End**

"That's all of them. Let's not waste any more time. Vulture's inside here, right?" Spidey asked the black hedgehog while pointing at the building where Vulture presumably is hiding in.

"If he didn't leave." Shadow stoically answered.

"Doubt it. I can smell he's cooped up somewhere in here." Spidey turns around to face the door to the building. He carefully opens it into an abandoned building with nothing but crates and spotlights left. The gang thread carefully as they walk inside and keeping an eye out for Vulture, but so far there's no trace of the old coot. But something is definitely making Spider-Man's head buzz as his spider-sense is acting up like crazy, "I got a bad feeling about this…" He muttered.

"GRAAAAAAAH!" And like a true horror movie, something crashes through the windows with a terrifying scream that startles the heroes. It's the Vulture in all his creepy glory. He quickly lunges at his killer, The Spider-Man, pinning him to the ground and making him struggle as he doesn't want to meet the same fate as his uncle.

"No more games – it's time for the Vulture to FEASSST!" Vulture snarls, preparing to devour the spider.

"Yeah?" Shadow teleports in front of Vulture, much to the latter's surprise. "Eat this!" The hedgehog kicks the old man away from Spidey as the trio gets ready to kick the feathers outta the old man.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Vulture – Scavenger**

"Feel my BLADES!" Vulture jumps back to give himself the distance to hurl numerous knives at his adversaries.

"Not interested." Shadow distorts space using Chaos Control to deflect his weapons, much to the villain's shock. The hedgehog teleports before the old man with a powerful knee to his face, then a painful axe kick onto his head, before finally kicking him in the back and sending him away.

Blake leaps forward to slash on the old man, but he jumps away from her blade and counters with thrown knives. Blake did her best dodging his attacks, though one did scratch her arm and made it a little bloody. Nothing her Aura can't fix though. "Pretty spry for an old guy." She remarks.

"I'll peel your flesh!" Vulture throws his knives at Spider-Man this time, but the webhead jumps over them and even grabs one with his webbing to toss and stab Vulture's shoulder, wounding him until the Spider uses a Web-Strike to punch him down. "No! You will not try and kill me again!" Vulture then kicks the webslinger away from him.

"I thought you were dead, Toomes. But at least I can beat the hell outta you some more." Spidey blinds his eyes with webbing and then ruthlessly punches him in the jaw.

Vulture hisses and leaps away from the bug while ripping the webbing off his angry face. But he didn't turn around until it was too late as Shadow suddenly shows up with a cruel roundhouse kick to the side of his face that knocks him down. Shadow scoffs, "You're more pathetic than another bird that goes by the name 'Vulture'. If you had wings, you might delay your own fall." He uppercuts the circus freak before immediately following with a brutal spin attack to the stomach that sends him flying to Blake's direction, as she summons a shadow to promptly slam the old man down.

"Away from me or I shall devour you ALL!" Vulture circles in place while throwing so many knives in all directions at a frightening speed, forcing the heroes to dodge and watch themselves. "You cannot find me now." The creepy cannibal uses this distraction to jump around the building to hide in the shadows where they can't see him, or so he thinks.

"You can run, but you can't hide from me, Vulture!" Blake can clearly see where Vulture is hiding thanks to her natural night vision. She spots him hiding in the shadows on the upper floor and quickly meets with him there.

"How can you see me in the darkness?!" An annoyed Vulture asked her.

"You don't know anything about Faunus, do you?" Blake smirked.

"A what?!" Vulture retorts before getting painfully kicked in the face by the faunus cat.

"That was for Ben Parker." Blake muttered to herself, using this chance to assist the Spider-Man of this world to avenge his Uncle Ben.

As Vulture is recovering, a teleporting Shadow kicks him around in the darkness, "What kind of animal keeps vanishing and reappearing like that?!" Vulture asks while throwing his knives at the teleporting hedgehog.

"I'm the Ultimate Lifeform. You'd be wise to remember that, old man." Shadow teleports to kick him again in the face.

While Shadow is keeping Vulture busy, Spider-Man zips up to the upper floor to meet up with Blake but is more focused wanting to turn on the nearby spotlight. "What are you doing?" Blake asked him.

"There's a reason why Vulture likes to hide in the shadows. His eyes are too sensitive to light. Turn this on…" Spidey turns on the spotlight and focus the light onto Vulture's eyes, causing the cannibal to hiss and growl in pain from being gazed by the fierce light blinding him, "And he becomes as blind as a bat." Spidey attaches his webbing onto his foe's back and zips over to latch over his shoulders. The Spider pummels him relentlessly before hurling him onto the wall painfully.

**BGM End**

Vulture shakes his agonizing head before looking up to see Shadow about to punch him again. This time, the old cannibal was able to dodge his attack and leap onto an upper railing for safety. _'You're not getting away from me this time.' _Spidey jumps and uses his web-strike towards Vulture, kicking him and knocking themselves out through the broken glass window.

"Spider-Man!" Blake shouts and rushes alongside Shadow to check if he's okay.

Meanwhile, Spider-Man must've silently admit that last action was a mistake after accidently knocking himself out from the fall. He slowly comes to looking a little daze, not seeing he's lying on a train rail but is still able to hear Vulture's taunting voice, "Looks like you have a train to catch! Or will it catch you!?" Vulture said directly to his face.

**BGM-Spider-Man: Shattered Dimensions OST-** **Bird's Eye View (V2)**

Spidey's vision returns to normal just as the worrying light from a train approaches. Vulture escapes to safety as he continues taunting the hero, "End of the line for you!" He laughed through his sore throat-sounding voice.

The train is closing in any second and the best Spider-Man could do is groan and barely stand up. He shakes his pained head and blinks a few times while staring at the light of the train getting brighter and brighter as it's about to hit him. "This might hurt." He quips to himself.

Fortunately for him, he's got friends who've come to save him. Like Shadow and his ability to use Chaos Control, teleporting both himself and Spider-Man to safety away to a nearby rooftop from the train in time.

"WHAT?!" Vulture exclaimed in shock that Spider-Man managed to escape from the train.

"Thanks." Spidey thanks the hedgehog for saving his bacon.

"No problem." Shadow replied.

"Arrrgh! Curse that hedgehog and his vanishing act!" Vulture growls in anger.

"HAAAAAH!" Blake suddenly arrives and almost cuts Vulture in half, but the old man scurries away like a scared dog before she got the chance. "You can't run forever, Vulture!" She shouts at him.

"Stay back! I'm warning you!" Vulture retorted while escaping his pursuers.

"Well too bad we're not listening." Spidey quipped while chasing the old coot to another rooftop.

"Why are you bothering me, huh? Can't we work out some kind of deal?" Vulture offers to bargain with the heroes even if he knows it's futile.

"Sure. We get the rock. You get life in prison." Spider-Man quipped.

Vulture declines with his hisses and retreats to more rooftops, "You don't know who you're messing with!"

"Oh, we know. We just don't care." Shadow remarks coldly.

"Let's see you do THIS!" Vulture leaps around certain rooftops as a way to show the heroes of the people he's taken hostage. His men are already there guarding the hostages with orders to kill them if they spot anyone trying to save them.

"We've got get those people to safety." Blake whispered.

"Level with me, Toomes. Were you always this wrong in the head?" Spidey quietly jokes.

"How many hostages?" Shadow asked the man with the spider-sense.

"Four." Noir answered.

"Meaning one clone to even things out." Blake remarks while summoning a shadow-clone to assist them rescuing the hostages.

The group splits off to rescue the hostages. The Blake clone heads for the center platform where one of the civilians is held captive. She spies on the three thugs patrolling and silently devises a plan to take them down. She has her Gambol Shroud use ISO-Ice Dust to fire an ice blast on a thug, freezing him instantly. And upon impact, the shot splits into two directions freezing the other thugs perfectly. With the thugs frozen, the Blake clone jumps down to rescue the hostage.

"Are you okay?" The Blake clone whispered to the scared civilian.

"Are you here to rescue me?" The shivering man asked.

The clone nods, "Yeah. I'm here with Spider-Man. Let's go." She then helps the civilian up his feet and takes him to safety. When she does and is sure the man is out of harm's way, the clone disappears as it served its purpose, fading away into the shadows.

Speaking of shadows, Shadow heads for a water tower where a woman is being held hostage around. The hedgehog spots five thugs patrolling the area to watch over her. Shadow knows he can take them. His power practically eclipses everyone in this noir world thanks to his Chaos Powers. In a flash, he instantly warps to his enemies' blindspot and lands one fierce strike that instantly knocks them out. With them outta the way, Shadow silently picks up the stunned woman and teleports her to a safe place.

Somewhere else, the real Blake is in the middle of taking down six thugs in rapid succession as she's about to rescue the third hostage. Nearby, the Spider-Man clings on a wall above two thugs guarding the last hostage and webs them up simultaneously and yanks them to get punched and webbed to the wall. With the thugs outta the way, the spider and cat rescue their respective hostages and takes them to safety.

"You guys are real lifesavers. We won't forget this." One of the rescued civilians thanks the heroes for rescuing them as he escapes from the area.

"The people are safe. Too bad the same won't be said for Vulture." Spidey is still eager to give Toomes a beating and hurries with his allies to find him. They jump and zip over rooftops while searching for the Vulture's current whereabouts or any clues where he might be.

"Over there. His shadow." Blake spots a clue and points to a large shadow that resembles Vulture on a tall building up ahead.

The heroes head for the source of the light emanating that shadow and found Vulture, perching like the disgusting bird he is on a Daily Bugle billboard waiting for them. The ugly-dressed coot smiles creepily before jumping down to confront the heroes. Not by himself. Instead, he calls others to kill them for him, "GET HIM, BOYS!" Vulture's men walk out the door into the building and has them fight the heroes while he cowardly escapes inside.

"The more the merrier." Spidey quipped.

"Chaos Spear!" Shadow fires his explosive energy bolts at the thugs as they explode around them, scattering and defeating most of them in one shot as the hedgehog doesn't have time to play around with them. The ones that somehow survived were quickly yanked by Blake's ribbon to receive a cracking upward kick to the jaw. Spidey throws a box at the remaining thug, staggering him long enough to get knocked down by his flying kick.

Two hammer-wielding brutes do show up to party to give the spider and the cat a hard time, for a brief moment. Spider-Man blinds one of the brutes with several sticky web shots to the eyes, while Blake fires a spark shot from her gun at his hammer. The electricity on the hammer then spreads onto its wielder and stuns him completely, long enough to get knocked out by a flying twin kick to the stomach from the spider and cat, "Right in the kisser." Spidey remarks.

Shadow is handling his brute easily. He dodges his hammer slams with ease before teleporting around the man and attacking his vital points. And after about a second of doing that, the brute groans weakly before toppling onto the floor unconscious. "You waste my time with your so-called brute strength." Shadow mocks the defeated brute.

**BGM End**

"C'mon. We can't stand around here. Vulture's getting away." Blake tells her friends they need to move as Vulture is still on the loose with a fragment.

"We're closing in on him. I can feel it." Spidey says as they rush through a door into a corridor that leads to the tall tower ahead. "If I know Vulture, he'll go higher and higher…like a bird."

'_I dunno...' _Shadow thought, as for some reason he's getting a bad feeling all of a sudden.

The gang takes it easy and decided to walk into the tower, not wanting to risk rushing into a potential trap. But the second they did, Peter's spider-sense goes off like it never has before, "Oh no." He said, as a sudden explosion hits them and knocks the three unconscious.

It took a few moments before the heroes to regain consciousness. Their eyes are blurry and they have a hard time getting up. Not only that, they smell something. Something burning. And it's happening all around them. They see fire burning out of control as their vision is returning to them. The gang groans from all the ringing in their ears after that explosion, but there are still able to hear Vulture's taunting voice as he's kneeling right in front of them, "Wakey-wakey…eggsss and bakey! Care for a drink? WELCOME TO HELL!" The old geezer leaps into the smoke and throws an explosive Molotov that causes more things to blow up and go aflame while he laughs maniacally from all the destruction he has brought upon them.

"Guys! Get up! Get up! GET UP! EVERYTHING IS ON FIRE!" Spidey yells at his teammates, hurrying to get them up their feet while everything is burning around them.

Blake can do nothing but stand and be horrifyingly stunned as everything around her is ablaze in a fiery inferno, "Oh my god…What did that monster DO?!" She asked.

"He led us right into a trap!" Shadow scowls, enraged from the chaos the Vulture brought upon this building. He becomes even more shocked when he sees something else more terrifying than the fire that surrounds them, "Spider-Man! Belladonna! Look!" He points to several civilians that are also trapped with them inside this blazing tower.

"My god! There are other people in here…You maniac! What have you done?!" Spidey shouted, horrified that the Vulture would go this far to kill them.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Vulture - Scavenger**

"We gotta save them!" Blake said, but is unsure how they should proceed through these flames.

"Use your night vision to find anyone trapped in dark corners! I'll do the same with my spider-sense! Shadow, transport people outta here!" Spider-Man ordered.

"Got it! And we gotta hurry! This tower could burn away at any second!" Shadow says, rushing through the burning tower to find anyone in need of an immediate rescue.

"We've underestimated Vulture! We're not used to this one being so deranged to the point of insanity!" Blake speaks while jumping over to cut down falling debris that would've crushed a woman if she didn't.

"We've have Vulture pay for this later! Focus getting these people out of here!" Shadow replies, teleporting two people to safety.

The Spider-Man lifts up a chunk of debris that befall a man to help him up. "Thanks, Spider-Man!" The man said.

"Can you still walk?" Spidey asked.

"A little sprain in the ankle." The man replied.

"Don't worry. I'll get you outta here." Spidey carries the man and hurries to get him to safety.

"No you don't!" Vulture appears and throws more explosive bottles to block his path.

"Enough of this, Toomes!" Spidey fires a web shot that knocks the old geezer off his trail for a moment so he can bring the man to a staircase he can use to escape the flames of the tower.

"Eat thissss!" Vulture throws another bomb at Shadow but missed. "Burn! Die, die, die!" He throws several more at Blake, but she dodges them thanks to her shadows.

"Is everyone out?!" Spidey asked his teammates.

"Shadow should be getting the last person out!" Blake replied.

"Why won't you die?!" Vulture tosses another bomb targeted at the spider and cat together, but before it made contact, Shadow teleports above them and reflects the bomb with a kick. The explosion knocks Vulture back a bit but he still retreats to a railing to perch on.

**BGM End**

"You're going DOWN!" Spidey attaches a webline onto Toomes to zip across, lunging himself to grab the madman and knock themselves crashing through a window.

"Not again!" Blake remarks, as this is the second time in a row that Spider-Man knocked himself out a window.

The Spider and the Vulture fell down from a considerable height that would kill any normal man. Good thing neither of them are normal as they crashed through a skylight and landed on their sides. Spider-Man grunts from the pain while Vulture makes a cowardly escape through a warehouse while screaming, "Never catch me…NEVER!"

**BGM-Spider-Man: Shattered Dimensions OST-** **Bird's Eye View (V3)**

Spider-Man stands up through his aching body at the same time Shadow and Blake regroup with him. "Are you okay?" Blake sincerely asked while helping him up to his feet.

"I'm fine. I really gotta stop jumping out of windows when chasing a bird that can't fly." Spidey quipped.

"You think?" Blake joked.

"Where's Vulture?" Shadow asked him.

"When will you fools quit chasing me?!" Vulture's voice yells throughout this abandoned warehouse, answering Shadow's question of his current whereabouts.

"When you're locked up somewhere dark and cold with bars on the window!" Spidey quipped, following the sound of his voice to find and put an end to the old coot for good.

"It doesn't have to end like this, Vulture! Just give us the fragment and surrender peacefully! No one else has to get hurt! No more fighting! You can still walk away from this!" Blake negotiates with the madman, wanting to resolve this battle peacefully so no one else has to get hurt.

Despite her peaceful bargain, Vulture angrily denies her offer while still hiding somewhere in the building, "Couldn't leave me alone, could you? You want to take thissss rock away from me! You three and _Osssborn_! But it wants _me_! ME! MEEEE! It's been calling me! _Singing_! Don't you hear it?! NO! Of course not! It doesn't want YOU! NONE OF YOU! I'm not SCARED of you, Spider-Man! I'm not scared of OSBORN! I'm not scared of ANYONE! I have the ROCK! I have the POWER! And I'm going to use it NOW!"

"Vulture, NO!" Blake shouted.

But it is already too late, as sensed by Spider-Man with his spider-sense roaring like crazy, "No! We're too late!"

"Hurry! I'm sensing its power! We still have some time!" Shadow remarked.

**BGM End**

Team Noir run at full speed rushing through a dark corridor that ends with a double door. Spidey kicks the door down into a large empty room with crates as he shouts Toomes' name, "VULTURE! Where are you, you piece of trash-!"

"RRAH!" Popping up out of nowhere, a fragment-powered Vulture strikes Spider-Man with his claws before disappearing suddenly.

"Where did he-?" A surprised Blake glances around for the Vulture, only for him to teleport to her blindspot and strike her down next, "Oof!"

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Vulture - Scavenger**

Shadow stayed firm after realizing Vulture used the fragment to gain the ability to teleport whenever he wants to, similar to his Chaos Control. The hedgehog looks ahead to see Vulture surrounded in a creepy orange aura lunging at him from his teleport dash, but Shadow was able to teleport and dodge his lunge in time. "So you used the fragment to gain teleportation powers." Shadow remarked.

"Now you're not so special anymore. Hahaha!" Vulture laughed, teleporting above Shadow to knock him through the air and painfully collides his back with a pillar.

Blake summons two of her shadows to strike their blades simultaneously on the old bird. Vulture easily teleports from their attacks and kicks the real Blake sliding to the other end of the room. The acrobatic faunus quickly flips back onto her feet while switching to her gun to shoot at the teleporting bird. Vulture keeps dodging her bullets, jumping from one to throw an explosive molotov at her. Blake uses a shadow to take the hit while she jumps into the air, only for Vulture to instantly teleport before her and grab her by the neck, brutally pinning her to the wall. "I'm gonna leave my mark on you, little kitty." Vulture smiles, preparing to devour the struggling faunus.

"Bad idea, Toomes!" Spidey quips while attaching his weblines on the surprised bird's back. "I hear eating cats is also another way of getting bad luck!" He pulls on his weblines and reels in grunting bird away from Blake, then utterly slams him onto the floor. Spidey tries to attack, but the guy keeps teleporting and slashing him around. "Arrgh! He keeps teleporting! We gotta find some way to keep him still!" Spidey says before he was grabbed by the neck and slammed onto the ground himself by Vulture.

"Chomp chomp." Vulture laughs, looking forward to finally having his revenge on Spider-Man for almost killing him last time.

Before he could feast on his body, Vulture was again interrupted by a teleporting homing attack from Shadow, saving Spider-Man. "Try to eat you is a good distraction." Shadow dryly quips.

"Not a fan of that plan." Spidey remarked.

Blake thinks to herself of a plan they can use against Vulture. Even while powered-up, he must still have a weakness they can exploit. She notices the room they're fighting in looks almost identical to the other room they fought Vulture before. She wonders if this room has spotlights as well, so she jumps to the upper platforms and confirms there are several spotlights that are still functional for them to use.

"Spotlights! Spider-Man said Vulture is sensitive to light. We can use these to blind him." Blake mutters to herself while approaching a spotlight. She looks down to the bottom floor watching her friends trying to land some decent hits on the teleporting old bird. "Guys! See if you can lure Vulture up here!" She calls them.

"There is nothing you can do to stop me! With this power, even the mighty Goblin will fall before me!" Vulture proclaims while lunging towards Shadow.

"Oh yeah? Chaos Control!" Shadow quickly teleports away from his lunging strike. And while Vulture is still in midair, Shadow reappears as he powers up his fists using Chaos Control, distorting space to violently punch the old man in the face so hard he's blown away to the upper platforms screaming in pain. "Your new power is still inferior to Chaos Control. I can distort space and time at will, and I have mastered these abilities for over 50 years. To me, you're simply a novice, old man." Shadow mocks the powered-up criminal.

Shadow was able to knock Vulture right in the line of fire from Blake and her spotlight. "Say cheese." She grins as she turns it on, shining the bright light on the madman's sensitive eyes.

"THE LIGHT! MY EYES! AAAAAARGH!" Vulture yells from the painful light shining upon him. He poofs away from the light to hide somewhere but is still stunned by it, giving Spider-Man a chance to show up while he's vulnerable.

"It's light out for you, you old coot." Spidey doesn't hold back as he pummels Vulture with all he's got. Punching him relentlessly in the face as he has a hard time fighting back. He does this for his Uncle Ben. For his Aunt May. For all the people he has hurt. He promised he won't kill him, but he will give him some hell. With one last uppercut from the jaw that sends him straight above to the air, Spider-Man jumps up and delivers finishing Web-Strike that knocks the old bird down on the ground, too weakened to move and do anything else.

**BGM End**

"It's over for you, you filthy vermin…" Spidey approaches the screeching Vulture before he finally falls unconscious.

"You sure you don't want to end him? He did murder your uncle." Shadow asked. More like testing if Spider-Man's devotion to justice is stronger than his hatred for Vulture for killing his uncle.

"No. I think I've done enough to avenge him." Spidey replied, sticking with his devotion to justice and allow the proper authorities to deal with Vulture.

Shadow smiles as that was the answer he wanted to hear. As is Blake, proud of his choice to not kill Vulture, "Good. I know your uncle would be proud.

"Thanks. Now, with Vulture out of the way…" Spidey says as the Tablet fragment emerges from his former host's body for him to grab, "Osborn's next!" He finished, looking forward to what might be his final battle with The Goblin.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: Vulture's down, leaving The Goblin as the only Noir villain left to defeat. But we'll deal with him later. It's time to head back to the future and see what trouble Team 2099 will have to fix if they want another fragment.**

**Next time: From a venomous brother to an arachnid brother! The tragic story of Kron Stone!**

**Question of the Chapter: Compare and contrast the members of Team Noir. Their personalities. Their backstories. What makes them similar and different?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	9. Issue 8: The Sting of the Scorpion

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Spider-Man Noir: Say your prayers! Here comes the Spider-Man! Our next target was Osborn's right hand man, the Vulture. He's the bastard who killed my uncle by eating him of all ways. I thought he was dead but somehow he's been alive and got himself a fragment, which gave him the power to teleport. What an annoying pest, but eventually we put the old bird down. You've lost your flunkies, Goblin. Now I'm coming for you!**

**BGM End**

* * *

_Issue 8: The Sting of the Scorpion_

**Nueva Vale (2099 A.D.)**

'_All Public Eye units in the vicinity report to 121__st__ and Lex. One of those fragments Alchemax is looking for has been found!' _

"Units 94 and 98 en route." A Public Eye officer responded.

From what it sounded like, the Public Eye has managed to secure a fragment of the Tablet in the future city. Two officers are riding their sky bikes en route to Alchemax with the fragment and deliver it to their boss. But none of them have questioned, or even cared to ask, why Alchemax are so interested in these fragments in the first place. For whatever reason, it can't possibly be good, especially when it has become clear the fragments like to attract unwelcome company.

'_All units be advised, Alchemax warns that the fragment may attract freakers or other-.' _And while the two officers were listening to the radio, they had no idea they were spied on by a mutated green monster from a rooftop. The mysterious monster lets out a monstrous howl as it drops down and lands on one of the officers' skybikes and wastes no time smacking it's driver to his death with its scorpion hand.

"Shock! What is that thing?" The other shocked officer asked, staring at what seems to be a giant, mutated scorpion.

Scorpion 2099 jumps onto the other skybike to kill its driver as well. "Don't move! Hands where I can see 'em!" The officer points his gun at the monster.

"_**Hands!?" **_Scorpion swipes at the officer without remorse, sending him falling to his screaming demise.

The skybike crashes onto a nearby Alchemax-owned science building, causing an explosion big enough for Team 2099 to notice when they approached the area for the fragment. "That can't be good…" Spider-Man 2099 remarked.

The heroes watch Scorpion rampaging through a small army of Public Eye officers as he not holds anything back and send them flying to their deaths. And as much they don't like the Public Eye, the heroes take action to help them stop Scorpion. "Who's he? Scorpion's disgusting great-great-grandson?" Weiss joked as they drop down to the scene.

"Worse. It's Kron Stone! My older brother!" Miguel responded.

"What?!" Weiss remarks in shock of this surprising fact.

"Kron Stone?! But wasn't he Venom?" Tails asked, recalling Kron Stone was the Venom of 2099 when they fought him during the Time Eater incident.

"Not anymore. I didn't even like the guy when he was human…" Spidey replied.

"_**MIIINE!" **_The mutated Kron Stone says as he found the fragment he's been looking for. But for what reason, it remains unclear. Before he could escape however, his annoying younger brother and his dimensional friends showed up to stop him.

Miguel taunts his mutated brother, "Do you want to do this the hard way or the easy way? Give me back the-!"

"_**DIIIEEEE!" **_Scorpion snarls as he swings his large stinger tail onto Miguel and his friends and smacks them to the floor so he could have the time to escape into the tower.

"Don't shake your tail at us when we're talking to you!" Weiss retorted.

**BGM-Spider-Man: Shattered Dimensions OST-Meltdown**

'_SECURITY BREACH! SECURITY BREACH!' _The alarms blared immediately as soon as Scorpion smashes into the building and destroying everything and everyone that's trying to get in his way. Team 2099 are on their way and would've pursued him by now if the Public Eye didn't bring out one of their largest, toughest officers to block their path while geared out in hi-tech, heavy armor wielding a large, one-handed blade.

"Ah, shock. It's a S.I.E.G.E." Spider-Man cursed.

"A what?" Tails asked him.

"Situational Emergency Gear. The Public Eye likes to outfit some of their members with that tech. Just one of them gave me a lot of trouble when I started this superhero gig." Miguel answered.

"I'll take care of 'em!" The SIEGE starts firing its missiles at the heroes and watches them do what they can to stay clear of their path. "Program 3.13: Eliminate Spider-Man and his two unnamed allies." He stated.

"Not long ago, you guys recognized I'm a Schnee. Now you don't know who I am anymore. You cops are not only corrupt, but also forgetful." Weiss creates a reflective barrier with her rapier to reflect some of the incoming missiles right back at the armored cop, damaging his armor.

Tails delivers a decent spin attack to the cop but was quickly deflected to the ground by his battle blade. He still gets up for another round until more Public Eye arrive to give him and his friends more trouble to deal with. "More Public Eye! Don't worry! I'll clear the area!" Tails swings his tails and fires off his mini-tornados to blow away the officers.

"Thanks, Tails. I'll finish off Tiny here so we can move on and find Kron." Spidey runs to fight against the SIEGE armor. More missiles are fired upon him, but none of them are moving fast enough to even touch him while his vision is accelerated with his Accelerated Vision, making it seem everything is moving in slow motion. Miguel reflects the missiles with his webbing, stunning the officer and damaging his armor even more as he receives a quick flying kick to his face before quickly disarmed him of his weapon. Miguel uppercuts the weakened cop, grabbing him before slamming him to the ground to get stomped on the chest and then get punched in the face multiple times before falling unconscious.

"And to think your Gear was a challenge the first time." Spidey mocked the SIEGE as he's more experienced to take them on, and it helps he has friends to back him up just in case.

Tails and Weiss are just about done cleaning up the area of Public Eye before regrouping with Miguel. "No more Public Eye for now. We should get moving into the building." Tails said.

"Agreed." Miguel nodded.

The heroes run into the building to pursue Scorpion. It didn't take long as they quickly see him mumbling to himself in front of the inner door, _**"She promised…she promised!" **_

"What's he talking about?" Weiss remarks as she has no idea what he was mumbling about.

Scorpion hisses after spotting the heroes on his back, _**"Leave Kron alone!" **_He growls before escaping through the ceiling vent.

"Kron, wait up a second!" Miguel would've pursued him until he noticed the disgusting eggs that were laid by the door. "Eggs? Where did they come from?" He commented.

"I heard something! Cover me!" A Public Eye officer runs out the side door with his partner after hearing the Scorpion and the heroes. When the two ran out, they quickly discovered the scorpion eggs, much to their shared disgust.

"What the freak are these?" The other officer asked, deciding to take a closer look on the eggs.

"Stay back! You don't know what-!" Miguel tries to stop them from touching the eggs to no avail.

The second the idiotic officers touched one of them, the eggs exploded. Unleashing a powerful, and equally disgusting acid that instantly kills them, "Arrrgh!"

"Disgusting!" Weiss remarks, looking a little squeamish while Tails sticks his tongue out in disgust from the exploding eggs.

A shielded officer runs out the other side door with two gunners after responding to Scorpion's rampage, "Breach warning, Sector 84! Available units to Sector 84!"

"Outta our way, boys!" Spidey vaults over the shielded cop to his back and strikes him from there. Tails flies away from the bullets before slamming down on the gunner trying to shoot him. Weiss slides under the barrage of bullets using her glyph, kicking the officer before sending him flying with a single thrust from her rapier.

Weiss takes a second to sniff the air of a terrible odor and quickly covers her nose and mouth when they found more acid eggs laid around the room, "Ew! These eggs REEK! Who put these things here?!" She said.

"They look like scorpion eggs. It must be from Scorpion." Tails presumed while analyzing the eggs with his own eyesight from a safe distance so he won't have them accidently melt his face.

"My god. I didn't realize they accidently mutated Kron and changed him enough to lay eggs." Miguel said.

"They? Who mutated him? Alchemax?" Weiss asked, curious to know what happened to his brother.

Spider-Man hums to himself seemingly hesitant to say anything, which is a little unusual for him. Weiss notices this and wants to question him further, if they didn't hear people screaming from the other side of the door that's blocking them. "Get back! Ahhh! Get away from me! – Oh no! NO!" A scared officer screamed for his life from the Scorpion it sounds like.

"No time to discuss that. We need to find out what's going on in there." Miguel finally replied to the heiress as he's more focused wanting to stop Kron than talk about his backstory.

"How 'bout you web up one of these eggs and throw it at the door. My scans say their pretty acidic to melt down almost anything." Tails advises, after scanning the eggs with his Miles Electric.

"Let's see." Miguel grabs one of the eggs with his webbing and carefully throws it at the lockdown door. The egg splats on the door as its acid takes effect, melting it away to open an entrance for the heroes to safely walk through.

The heroes run through the melted door to see Scorpion holding a Public Eye officer in his giant claw arm. "Drop him! Now!" Spidey angrily demanded.

A growling Scorpion angrily throws away the unconscious cop to the side before running away from his brother, _**"Will hurt others if followed!" **_Scorpion leaps across the large and wide room into another. Following him will be a problem as the doors behind him shut tight. Heavily protected that not even the acid eggs could melt through it.

"He got away! And I don't think his eggs will be enough to melt that door." Weiss remarked.

Miguel grunts annoyingly while clenching his fists, "How can we get those doors to open and follow Scorpion? I bet those scientists can help us." He looks down to the below floor to see two scientists that he believes can help them open the door. Unfortunately, they have another problem. Scorpion laid his eggs everywhere, and while some of them remain acidic and stationary, the others hatch mini-scorpion babies. Babies that are just as deadly and monstrous as their maker and want nothing more than destruction, starting with the scientists and forcing them to hide behind protected doors.

"Okay, this is getting twisted." Tails remarks with a horrified look of the baby scorpions.

"We need to move fast before they break down those doors. You two help the scientist on the left. I'll go to the right." Spidey ordered.

"Okay." Weiss nodded to the plan.

The gang splits off to accomplish their respective task. Weiss and Tails jumps to the next floor behind a batch of scorpions. The little monsters roar when they noticed their enemies and immediately went feral on them.

"Baby scorpions. I would call them cute if they weren't so ugly and smelly." Weiss side-steps from a lunging scorpion strike before comboing a bunch of them into her powerful slashes.

"The fragment gave Scorpion a lot more power than we thought. He can reproduce and lay thousands of eggs that can hatch into these mini scorpion monsters." Tails attacks several of the mini-arachnids with his Spin Dash.

"At least he's not Venom anymore to produce Venom babies." Weiss remarks while unleashing a fire wave to roast the little monsters. "I wonder what happened that turned him into Scorpion in the first place. Miguel seemed to have a clue but doesn't want to say anything."

"He is his brother. He probably doesn't want to talk about it." Tails presumed.

"I guess so." Weiss replied somberly.

Weiss wraps one of the eggs in a gravity bubble using her recently acquired Quantum Dust and throws it at the door, melting it so they could save the scientist in the next room. "Who are you two? Did you take care of those monsters outside?" The scientist asked the duo.

"Yes. We're with Spider-Man. We've come to save you. And we need your help to open the door so we can chase the Scorpion." Weiss replied.

The scientist nods, understanding the situation and thanking them for the save, "Okay. Just take me to one of the console at the door, but I'm still gonna need my colleague to help me." He told them.

"Spider-Man is on his way to save him. Now let's hurry and get you to that console." Tails replies, as the duo runs with the rescued scientist to the console and work on opening the door.

Meanwhile with Spider-Man, the future web-warrior is holding his own against the mutated monsters. When they try to surround him, he scatters them with a swift upside spinning kick before finishing off a few with a small lightspeed dash and strike them out. _'Damn it, Kron. I thought taking off that symbiote would make things less difficult between us. Now here I am beating on your kids because you're a terrible parent.' _Spidey angrily smashes a scorpion in the face and send it flying.

"Spider-Man, HELP!" The other scientist yelled from the other side of the door that's being attacked by two scorpions.

"Hold on! And get back!" Spider-Man throws an acid egg at the door and has it explode, causing the acid to spread on the scorpions and kill them as well as melt the door to save the scientist.

"Thank you." The scientist thanks the webhead.

"I'm gonna need your help opening that door over there." Spidey points to the secured door to the distance. "Can you do it?" He asked him.

"Sure. Looks like my partner is already there." The scientist replied.

"Good." Spidey nodded.

The future webslinger grabs the scientist and swings themselves to the platform where the others are waiting. Miguel drops off the scientist next to the second console for him to work. "Give us a moment. We'll get this door open for you. In the meantime, protect us from any more monsters." The scientist says to the heroes.

More scorpions hatch from their eggs growling for destruction. A small swarm of the baby freaks rushes over like rampaging animals to begin the onslaught where the heroes are standing and protecting the scientists. "Shock! They're coming!" Tails noticed.

"Let them. Been meaning to have some practice using my new Trans-Summon. Watch this!" Weiss creates a glyph on the floor and stabs it with her rapier. She thinks of a supervillain she has defeated in the past to summon here. She smiles as her eyes open after thinking of such a villain, one that would prove very useful right now. She stands back from her glyph to summon that villain: An icy white and blue avatar of the winged cyborg Hobgoblin 2099 they recently defeated.

"You summoned an avatar of the Hobgoblin?!" Spidey remarks in shock that was her choice of summon today.

"Now 100% less talkative." Weiss quipped.

She commands her Hobgoblin to help protect the scientists from the scorpions. Two pumpkin bombs made of ice appear on its hands as it throws them on the incoming monsters. The explosions from the bombs freezes them instead of simply blowing them up. But it can instantly switch to use more fiery bombs if Weiss commands it with her ISO-Fire Dust, throwing a barrage of them to scatter the deadly arachnids from the explosions and leave them to messed up to fight anymore.

"You took them all out! That was awesome, Weiss! It's like summoning your own Persona!" Tails cheered for the victorious huntress.

"A what?" Miguel remarks in confusion, unfamiliar with the famous RPG series of the past.

"A Goblin as my persona? Bleugh! No thanks." Weiss grunted, while her trans-summon disappears since it can't be active for very long.

"I think we finally got it!" One of the scientists informs the heroes they managed to successfully open the secured door into the next room.

"Alright! Thanks for the help, fellas. Might not like 'em, but wait for the Public Eye to get you outta here. We'll go deal with our mutated pest problem." Miguel advises the scientists before he and his friends take off to find Scorpion.

**BGM End**

Team 2099 had to be careful crossing through the corridor. Some areas were covered in toxic acid, much to their disgust. They walked around the ones they can, and if not, they jumped over them. When they arrived at the end of the corridor, Miguel's spider-sense starts tingling like crazy to a certain mutated brother. "Kron's behind this door. I'll talk to him. You two get ready." He advises them. Tails nods in understanding as Weiss has her Myrtenaster in hand. When they're ready, Spider-Man melts the door blocking their path with an egg entering a large chamber covered in dried acid and slime because of Scorpion.

"Scorpion! I want that fragment!" Spider-Man shouts, knowing his brother is somewhere here.

"_**NO! MMMMINE!" **_

Miguel and the others look up to see the snarling Scorpion jump down from a digital air display advertising the Oscorp name. "You don't understand. The power in that thing. It's dangerous." Miguel reasoned with his brother, hoping for once in his life the big jerk would do something smart and hand over the fragment.

"_**See me? See this!?" **_Scorpion gestures to himself, _**"I'M dangerous! MONSTER! But no more–she promised!"**_

"'She' who? Who promised?" Miguel asked for the identity of this mystery woman, but Scorpion is too stubborn and angry to tell him anything and tries to swing his tail on him and his friends, "Kron! Listen to me-!"

"_**No, YOU LISTEN! Smart lady said get rock. Bring her rock. Promised make me human again. HUMAN!" **_Scorpion shouted, revealing his strong desire to return to his human form by any means necessary.

"Who? What lady?" Spidey asked.

"_**RRRRAAAGGHHH!" **_Scorpion declined to answer. Only unleashes a screeching roar that devastates their ears before they start fighting.

**BGM-Spider-Man: Shattered Dimensions OST-VS Scorpion – Aberration**

"_**I'll rip you to shreds! Heads or tails?!" **_Scorpion lunges at such terrifying speeds towards his foes and was ruthlessly able to smack each of them away with a single swipe from his tail.

Spider-Man was able to stop himself on the ground as he quickly ducks and dodges his brother's relentless attacks. "Give me the fragment, Scorpion!" Miguel was able to finally counter, delivering a heavy punch to his brother's stomach.

"_**NNNNEVER!" **_Scorpion smacks the poor spider with his monstrous claw that packed enough force for Miguel to crack the wall upon impact. _**"Scorpion STRONGER than spider!" **_He proclaimed, before getting briefly stunned from the back by an energy blast from Tails' energy blaster.

"Get him while he's stunned!" Tails quickly advises Weiss to take the chance to attack.

Weiss surges from her time dilation glyph to speed herself up and attack with a charging thrust. She immediately bounces off another glyph into the air and form multiple speedy glyphs around Scorpion, ricocheting off them and pierce him from all angles multiple times at a blurry high speed.

"_**RRRAAAAAAGH!" **_The loud-screeching scream was enough to hurt Weiss' ears, thus breaking her concentration. _**"Take this!" **_Scorpion slams his tail on the vulnerable heiress before punching her away to the ground. As Weiss takes a moment to shake her head and recover, Scorpion slowly approaches her. He takes a moment to sniff her, getting her scent for an odd reason that quickly angers him, _**"YOU! Your scent! It's that of a SCHNEE!" **_He recognizes Weiss as part of the Schnee family.

"What is it to you?" Weiss remarked.

"_**YOU DID THIS TO ME!" **_Scorpion somehow blames Weiss for his monstrous transformation.

Weiss is wildly confused from what he's proclaiming, "What do you-?" Before she could question him, Scorpion tries to stab her with his tail while she's still lying on the ground. The startled Weiss rolls and flips a few times, narrowly dodging his pincer strikes before confronting him again on two feet. "What are you talking about?! I barely know who you are!" She questioned.

"_**Your family! Your company! Those CRYSTALS!" **_Scorpion shouted.

"Crystals? You mean Dust-." Weiss couldn't finish before being forced to block another quick tail thrust. But Scorpion's strength is superior to her own and her Myrtenaster was knocked out of her hand.

With Weiss defenseless and stunned for a quick moment, Scorpion takes this chance to lunge at her for the kill. But then Tails immediately intercepts with a decent Spin Dash to his stomach that knocks him back down. While he tries to get up, Scorpion was suddenly tied up by Spider-Man's webbing, preventing him from moving away from the beatdown he's about to give him.

"She has nothing to do with this, Kron! You brought this upon yourself!" Miguel grabs onto the pincers on his face as he repeatedly punches him in the face, "I TRIED to help you! Even after what you did to Dana! But you just had to keep being a big bully!" He implied something, which got Tails and Weiss' curiosity.

"_**GET OFF ME!" **_Scorpion growls at his brother and grabs his head with his clawed arm to stop him from punching his face. The mutated brother mercilessly slams Miguel by the head to the floor, cracking it. _**"DIIIIIE!" **_Scorpion prepares to kill him with his poisonous tail but was distracted by a horrific attack from sudden icy tendrils. He quickly sees this is Weiss' doing after recovering her blade and incanting the Icy Tendrils of Ikthalon, having them to grab the monster scorpion by his limbs and slam him multiple times before throwing him away like garbage. _**"You can't stop Scorpion!" **_Kron proclaims, still in relatively good shape enough to climb on the wall and start shooting acid from his tail.

"We need to dislodge him somehow!" Tails stated while they're dodging his acid blasts.

"The eggs! Look!" Miguel notices that with every acid blast that miss and when they come in contact with the ground, they immediately create a batch of acid eggs. "His acid is creating the eggs! Something I can use to knock him off there!" Miguel uses his webbing to grab one of the eggs and throws it at Scorpion with enough force to knock him off the wall. The acid burns on Scorpion as it causes him to lose focus and accidently crash down from the wall.

**BGM End**

While Scorpion's briefly stunned, Tails attacks from above while Weiss strikes him from below, but he quickly recovers and knocks them both down with a single swing from his claws just as Spider-Man leaps forward with an attack of his own. Scorpion intercepts but Miguel was able to dodge his attack and stomp on his head, yet still got surprisingly entangled by the big guy's tail. Miguel struggles to break free even when using all his strength. The best he could is glare at Scorpion's disgusting face from an upside down angle. "You seem upset." He casually joked to his face.

"_**RAHHH!" **_Scorpion roars directly onto his face.

Scorpion has had enough of his brother's inference and decides to mercilessly throw him at his friends. Just when they recovered from Scorpion's earlier attack, both Weiss and Tails looked ahead for a split second until Miguel accidently collided with them. Scorpion's throw had so much power it smashed the heroes through a wall and fall down a vent while they're repeatedly yelping in pain. The ride stopped when they fell down into a seemingly empty small room.

"Unghhh…Watch where you're going next time." Weiss groans weakly.

"I'm gonna make him pay for that. Just as soon as I can move." Miguel grunts in pain trying to stand up to only more bad luck.

"Look who we got here!" A Public Eye officer and a few of his pals were also in the same room with them, looming over the weakened heroes.

"Awww shock…" Miguel cursed.

It didn't take long for them to knock out the officers. Less than a minute easily when dealing with Spidey's lightning-fast punches, Tails' tail swipes, and Weiss' rapid attacks at the same time. "Glad that was over." Miguel says after knocking out the last cop. The webhead turns to his teammates and says, "C'mon. Let's get out of this room and find Scorpion before he hurts more people." He prepares to walk towards the door and find a way to open it, but then quickly realize his friends are barely moving from their spot. They also seem concerned. Worried over something going on in their minds. "What's wrong, guys?" Miguel asked them.

"Sorry. It's just that, well…" A worrying Tails is not sure what to say next, so Weiss kindly finishes for him as she shares the same thought.

"Miguel, what EXACTLY happened to Kron? How did he go from Venom to Scorpion? And why is he blaming my family for his mutation?" She asked with a genuine face of concern, feeling like now's the time to discuss about Kron.

Miguel sighs to himself, knowing full well there was no way he could've kept them in the dark for so long when fighting Scorpion. Seeing how he doesn't sense Kron anywhere at the moment, he thinks it's time to tell them his backstory.

"Guess it's only fair after what you heard. Alright I'll tell you, but I'll try to make it brief." Miguel said as he's about to explain to them about Kron and his recent ordeals. "As you already know, Kron used to be Venom. He's been bonded to the symbiote for so long it finally corrupted his mind and made him deadlier than ever. Shortly after the incident with the Phantom Ruby, Kron broke out of prison and was causing a ruckus as usual while trying to hurt those I care about. I wasn't going to let that happen, so when we fought, I neutralized his symbiote with the town's sonic speakers and finally separated him from the symbiote. He wasn't Venom anymore. And while he was still a jerk, Kron appreciated he wasn't a monster anymore after it tried to control him. He was happy being human again. It didn't last. Shortly after, Alchemax and the Schnee Dust Company announced a cooperative venture between the two companies to create new 'DNA Dust'."

"DNA Dust?" Weiss had no idea that type of Dust existed, at least not in her era, and was left a little shock but a little more interested in the story.

"It was a project meant to improve medical purposes." Miguel answered. "The idea was to splice the DNA of anything, whether man or animal, into Dust and use it in a variety of ways like regrowing a person's limb or heal even the worst of scars. One day, Kron was messing around in one of the Alchemax labs after our father, Tyler Stone, freed him from one of his sadistic antics. He was planning to steal the DNA Dust for his own purposes and got his hands on a Scorpion Dust. But while he was fooling around with a gene slicer, a random surge of energy caused an explosion, fusing the scorpion DNA from the Dust with his own, turning him into the fearsome freaker we see him now."

"Gosh. So, what happened after he turned into Scorpion?" Tails asked.

"He went insane." Miguel replied. "He was finally separated from the symbiote only to almost immediately return as an even bigger monster. Worst part that there was no way to reverse the process. He was DESEPERATE to find a cure by any means necessary, going as far as to kidnap the Schnee president since her company provided the Dust that mutated him. He even kidnapped my fiancée, Dana D'Angelo, at the same time to force me to help him find a cure. I honest to god tried to help him, but his condition was incurable. I tried telling him, but he wouldn't listen. So in the end, I had no choice but to defeat Scorpion and managed to save Weiss' descendant. But Dana, she…wasn't so fortunate. She accidently got killed during the battle. I lost the woman I loved on that day, before we even got the chance to get married." He ended his story on a somber note, revealing how Kron became the new Scorpion and why he was a little hesitant to brief his friends on this sad tale.

There was a brief moment of silence as everyone processes the story into their minds. Tails and Weiss stare at Miguel wide-eyed after hearing about Scorpion's origin and the death of his fiancée. Weiss then looks down at the floor in a depressive state, feeling guilty and sorry for the man she has the most respect for ever since their first meeting, "I can't believe it... So that's why Scorpion wanted to kill me. He blames my family for turning him into a monster again. I guess he has a right to…"

"It's not your fault. This isn't even your era. You can't blame yourself for this." Miguel told her.

"I KNOW, but…!" Weiss stares at him in sadness as she gets a little teary-eyed, "Miguel, I'm…. I'm so sorry. Your brother. Your fiancée…My era or not, my family's company accidently ruined YOUR future. I have too much respect for you, and this is how I repay you…?" She asked, taking a page from Peter Parker's book and feeling responsible for something way out of her time and control.

"Listen, Weiss." Miguel gently places his hand on her shoulders to calm her. "Like you said, it was an accident. I don't blame you, your family, or your company for what happened to Dana. I've gotten over her death. If there's anyone to blame, it's Kron's dumbass for not moving out of his enjoyment in other people's pain." He said, doing a good job calming Weiss down.

"Are you sure there's no way to cure him?" Tails asked.

"I'm one of the smartest geneticist in the city and I couldn't find a cure. But whoever sent Scorpion for the fragment claims she has one, but I don't believe it. We need to find Scorpion and get him to talk." Miguel said, rallying his friends to continue their pursuit of Scorpion.

**BGM-Spider-Man: Shattered Dimensions OST-Meltdown (V2)**

The moment they start walking towards the door, his spider-sense begins tingling of something from the other end, "Uh-oh. I think we're about to have visitors." Miguel stated. The door begins melting because of the raging mini-scorpions from outside. Two of the monsters growls and lunge at them, only for Miguel to easily punch them aside.

"Where are we?" Weiss asked.

"We're in the metro station. This place is a mess." Miguel replied, as the group find themselves in the city's metro station that has been attacked by the Scorpion and his children.

"HELP! SPIDER-MAN!" A random civilian shouts for the hero's attention to save him as he's being cornered in a destroyed train by a scorpion monster. "Do something! You've got to stop this!" He said. It's not just him. Several more people are in immediate danger from the scorpions while some are running for their lives.

"We need to get everyone outta here before they become scorpion food!" Miguel said.

"If we split off, we can still save them! We gotta move!" Tails responded.

The gang did exactly that and split off to cover more ground and save more lives. One terrified woman is cornered by a couple of hungry scorpions looking ready to attack her at any second. She screams for Spider-Man's help, "AAAAH! SPIDEY! HEEEELP!"

"It's okay! I'm here to help!" Spider-Man swings over the scorpions and pins them down with his impact webbing long enough for him to grab the woman and swing her to an escape point where he can drop her off.

"You saved me! You actually saved me!" The woman thanks the webhead for saving her.

"Get outta here and call for some backup, okay?!" Spidey points her to a door to run out the station while he goes back to save more lives.

With Tails, the young fox just saved a man in a destroyed train from being killed by the scorpions and is currently flying him to safety. "What are those things?!" The frightened man asked.

"Calm down! I'll get you outta here!" Tails replied. It was a little difficult to do with all the scorpions lunging at him from the grounds and the walls, but Tails persevered. He flew pass their dreadful attacks and was able to bring the man to the exit mostly unharmed.

"You're totally awesome, fox kid!" The man smiled, thanking Tails for saving his life.

Embarrassed from the praise, Tails rubs the back of his head, "It was my pleasure."

Nearby, an ice bridge is created to the exit thanks to Weiss to help a group of civilians to safety. "Hurry to the exit and call for help! More monsters are coming!" Weiss gestured everyone to run towards the exit as fast as they could.

"Are you part of the Schnee family?" One mobian bird woman asked her before escaping as she appears to be a big fan of her company.

"Maybe! Get out of here! I'll give you an autograph later!" Weiss hurries the mobian to get away. Some of the scorpions drop down shooting their acid to melt the ice bridge while civilians are still on it. Weiss quickly flips to its path and blocks the acid with a hard-light barrier, "You freaks can have my signature right now!" She scowls before pointing her blade forward to unleash fierce lightning bolts that scatter and destroy the scorpions.

Thanks to the heroes' efforts, almost all of the civilians have escaped to safety. Sirens can be heard coming from outside, so that means the police are soon to come down and clean up the station of the scorpion swarm. But just as Spider-Man saved the last remaining person, his spider-sense warns him that Scorpion has appeared dropping down on one of the digital logo signs above.

"_**RRRAAAAAAAGH!" **_Scorpion snarled, grabbing Tails and Weiss' attention as well as he immediately runs away through the station.

"Hey! Big, green and oviparous! We're not done with you!" Spider-Man shouts while once again pursuing his brother down the monorail path.

"Scorpion! Stop running away! You don't have to do this! We can find some way to help you!" Weiss tries talking with the mutated villain, but he continues to snarl angrily back at her while running away.

"Listen. You think you're a freak. Okay. You are a little on the freakish side, but, I'm a freak too. I mean, look at me. I'm lucky I don't shoot webs outta my butt." Spider-Man sympathizes with his brother, hoping to calm him down long enough for him to stop.

"_**RAAAAAAAGH! WRAAAAHAAAHAGH!" **_Scorpion continues to make hissing sounds as if he's crying and doesn't want to talk to him at all.

"It sounds like he's crying." Tails comments with a concerned face.

"_**STOP FOLLOWING ME!" **_Scorpion roared, back to sounding furious and annoyed so much so he starts destroying public property and structures to impede their pursuit of him.

"And now he's backing sounding angry!" Weiss narrowly slides under a collapsing structure while everything Scorpion destroys in the station falls apart. Ceiling signs and digital billboards almost fall on Spider-Man and Tails but they barely managed to avoid getting crushed by them too.

The heroes quickly caught up with Scorpion but was too late to stop him from entering the elevator, _**"Escape – escape!" **_He mumbled as the elevator door closes.

"You said a woman sent you after the fragment. I want a name!" Spider-Man demanded.

Scorpion does nothing but hiss from inside the elevator as it takes him to the rooftop. He did however leave behind his eggs that immediately hatch into his rampaging children to kill the heroes. "Awww shock." Weiss tiredly muttered. "Spidey! Time Dilation!" She turned to him with an idea.

The ice queen fires a yellow streak onto the ground beneath Miguel, creating a time dilation glyph that multiples his speed. And when in conjunction with his Accelerated Vision and Spider-Sense, Miguel was completely untouchable, moving so fast he's practically going at lightspeed a he utterly demolishes the scorpions before anyone could've blinked.

"That's some speed. You could call that combo the 'Accelerated Spider'!" Tails was left totally impressed by their team attack that finished off the scorpions.

Miguel quickly presses a button to call down the elevator for them to ride, "C'mon! We need to hurry to the roof!" He hurried his allies.

Tails and Weiss enter the elevator as it closes for them while Miguel perches on top of it because of habit. "Up and at them." Miguel sits still to enjoy the long, extremely high ride to the rooftop. As the elevator takes the group outside, they notice several Public Eye hovercrafts approaching the rooftop as well, seemingly sent to apprehend Scorpion. But the mutated villain wouldn't let them without a fight, as evident from the sounds of the officers' terrifying screams fighting against his children.

'_They're all over the place!'_

'_Clear the landing zone!'_

'_We can't stop them!'_

'_Keep firing! Keep firing!'_

'_Look out!'_

'_Watch your right!'_

'_Behind you!'_

'_Game changer, man! Game changer!'_

Eventually, the elevator made it to the top for the heroes exit. But the second they walked out, they shockingly notice that a massive battle is going on between the Public Eye and the scorpions on the circular rooftop of the building. The battle is chaotic and it would appear the Public Eye are losing. Even when they have two S.I.E.G.E. soliders by their side, the scorpions' ferocity and monstrous strength prove to be a hectic challenge for them to overcome.

"Should we pick sides here? Who should we help out?" Tails asked, unsure if they want to help either opposition as they are all their enemies.

"Is that a question? Neither of course!" Spider-Man immediately takes action dispatching some of the cops and scorpions that wants to kill him as much as they want to kill each other.

"Secondary targets, Spider-Man and his allies, are in the vicinity! Spread the assault on them!" A P.E. officer switches his targets to fire a relentless barrage on the webhead. Spider-Man dodges his bullets using his accelerated speed before jumping from a back handspring to kick the gunner down. As more scorpions approaches, Spider-Man unsheathes his talons and leaps towards them with a spiraling dash attack knocking them away.

"You morons! We're trying to help you!" Weiss criticizes the Public Eye for still targeting them while she and her friends are trying to help them stop the scorpions. The Schnee ricochets off her glyphs while rapidly attacking both factions from multiple angles. Her assault was suddenly halted when a SIEGE swings his heavy blade on her body, damaging her Aura as she coughs out blood and was almost knocked over the edge of the extremely high building. Weiss quickly regains her balance before she could've fallen and angrily glares at the SIEGE solider, "I've just about HAD IT with the Public Eye!" She angrily summons her Arma Gigas, having it clash its long sword to go toe-to-toe with the heavy armored officer and his weapon as they strike each other evenly matched.

"Yowch! That was too close!" Tails said after just barely avoiding his tails getting clipped by one of the monster scorpions. He flies up into the air while avoiding their acid blasts, "I got something you guys might like!" as the young fox takes out a Dummy Ring Bomb from within his namesakes. "Eat this!" Tails throws the batch of explosive Dummy Rings at his opponents, causing the Rings to explode in an electrical field that destroys the scorpions but also paralyzes some of the Public Eye that was in the vicinity.

**BGM End**

It's Team 2099 versus the Public Eye versus the Scorpion Babies. A massive three-way fight that's hard to determine who has the upper hand. Some officers were knocked out by the monsters, but the monsters got destroyed by the heroes. The heroes are holding their own against both factions, but more from both sides keep coming to start giving them a hard time. And during this entire time, Scorpion has been watching them hidden behind a structure on the roof. Watching, and getting tired of this senseless fight that's delaying his plans in becoming human again. He's had enough.

"_**ENOUGH!" **_Scorpion yelled as he shows himself to break up the party. _**"ENOUGH!" **_ He lunges and easily destroys one of the Public Eye hovercrafts, _**"ENOUGH!" **_and does the same to another one.

And because of Scorpion's aggressive rampage, the glass dome everyone is standing on is starting to crack beneath them, much to their increasingly frightened shock. "Shock shock shock shock shock shock shock shock-!" Spidey repeatedly cursed until the glass finally shattered and causes everyone to fall off the extremely tall tower.

Most, if not all the Public Eye officers are already dead from the freefall. If not, the falling debris and the large explosion from the destruction of their hovercrafts certainly did them in and the scorpions. "Watch out!" Tails shouted to his friends to dodge the falling aircraft from behind them and were successful rolling away from its path before it exploded.

"I see ground! We're gonna SPLAT!" Weiss shouted after seeing they're about to dive into a large room. She quickly devises a way to break her fall, creating an ice slide to ride safely down. Tails had to simply use his tails to stop his descent and landed just fine.

"Gotta break my fall somehow!" Miguel said. And just seconds before diving into the room, the future spider rolls on the floor to save himself with little injury, "Whew."

"We survived somehow, but…what is this place?" Tails asked, as it would seem the heroes landed in another room infested with Scorpion's mess.

"Lord. This is Kron's hideout, isn't it? This is where he was running to…He just wanted to get home." Miguel glanced around soberly, now realizing why Scorpion was in such a hurry to run away from everybody. A home where he could enjoy himself being alone.

One of the hovercrafts crashed onto the large "Stark-Fujikawa" sign hanged from the ceiling as Scorpion himself stands on the ship. With every jump off the crashed ship, Scorpion gives out grunts of exertion before landing on the outer arena above his nest. _**"Home, yes! Hide. Then bring rock to lady. Be human again!" **_Scorpion said.

"Who is she, Kron? Who put you up to this?" Miguel asked his brother.

Scorpion leaps down to his nest to cling on the wall to answer, _**"Pretty…pretty suit she wears – green and yellow – And arms so shiny and many…" **_He told him.

"Shiny arms? What…metal?" Miguel remarked.

"Why does that description fit somebody else we know?" Tails responded, having a hunch he knows who Scorpion might be talking about.

"_**No more talk." **_Scorpion retorted. _**"You and Schnee try to stop me, just like before. You die!" **_He said with killer menace, ready to kill his pursuers for good this time.

**BGM-** **Spider-Man: Shattered Dimensions OST-VS Scorpion – Aberration**

Scorpion will not show any mercy to those that want to delay his one and only chance of becoming human again, whether it be his brother, a Schnee, or a fox. He will kill anyone to get what he wants. He tries to divebomb at them from the air but missed when they jumped away from his attack. "Scorpion! I'm sorry my company was involved in the project turning you into this thing! But you brought this upon yourself for snooping into their business for you own selfish reasons! I can't be sorry for you there, and I'll never forgive you for trying to ruin other people's lives just so YOU can have your own happiness!" Weiss said to the mutated victim and has no plans to ever forgive him.

"_**RRRRAAAAAAAAGH!" **_Scorpion roars as his hatred for the Schnee family intensifies. He relentlessly tries to stab his tail to pierce her heart, but Weiss' quick reflexes and usage of glyphs gives her a slight edge to avoid all of his thrusting strikes. When one of his strikes accidently stabs the ground and was a little difficult to dislodge from, that opened up an opportunity to counterattack. Tails delivers the first blows with a few spin attacks to his body, distracting him long enough before Miguel zips forward and smashes his face with a powerful punch that dislodge him from the ground in pain. And while Scorpion is staggered for a quick moment, Weiss switches to her Quantum Dust in her rapier and blasts him with a powerful beam of quantum energy that blows him to the wall in even more pain.

Scorpion roars as a sign that he's nowhere near done yet, _**"I will KILL YOU! FROM ABOVE!" **_The mutated menace jumps to the air and clings onto a piece of the crashed hovercraft. Using his tail, he fires a potent acid blast at his nest that covers it with a toxic gas.

"Get up top! Now!" Spidey quickly grabs Weiss as he web-zips to the higher platform while Tails flies up there himself.

"_**Children! TO WAR! DESTROY THEM!" **_Scorpion fires his acid onto the floor creating dozens of eggs producing several of his monster babies.

"Sending newborns to war? You really are worse than most parents!" Miguel quips while striking down the mini-monsters. Tails jumps back throwing his Dummy Ring Bomb to paralyzed the monsters for Weiss to easily destroy. Scorpion roars as he jumps and lands behind Miguel before he noticed, grabbing him with his giant arm and ruthlessly slamming him to the floor before throwing him at Weiss, knocking them both away.

Tails saw his friends down and immediately gets scared when a growling Scorpion rampages towards him to attack. "WHOA!" Tails jumps away from his brutal downward strike and flies up to give himself an aerial advantage.

"_**Come down, little fox! I just want to play!" **_Kron laughs as he tries attacking the young mobian with his acids, but keeps missing because of the kid's aerial advantage. _**"GET DOWN HERE!" **_An angry Scorpion lunges at Tails, who flew a little higher and avoided him as the big monster clings back on the dangling piece of the hovercraft.

"Play with your unborn child instead, Kron!" A recovered Spider-Man throws one of the acid eggs at his brother. The acid burns on his flesh and forces him to fall down onto his nest as it clears up of his toxic gas. Not only that, the acid also melts away some of the ceiling where the hovercraft crashed, something the heroes take a note of.

"That hovercraft." Tails noticed.

"Yeah. That might do the trick. Can you two keep Scorpion down there for a little longer?" Miguel asks of them to distract Scorpion while he melts away more of the ceiling that'll crush him.

"No problem. He already hates me anyway." Weiss quipped.

As Spider-Man finds more eggs for his plan to work, Weiss and Tails drop down into the nest to distract Scorpion. _**"You two cannot stop me!" **_Scorpion proclaimed.

"Your fate was sealed the moment you tried stealing the DNA Dust, and looked what it turned you into? A freak! A monster that cares for nobody but himself! You were a monster before you were even Venom! There's no real cure for you, Scorpion! You were never human in the first place!" Weiss just savagely mocked Scorpion.

"A little harsh, don't you think?" Tails asked her.

"_**SCHNEEEEEEEEEEEE!" **_Scorpion yelled in absolute anger at Weiss.

"A little, yeah." Weiss responds, a little frightened after that furious roar.

The ferocious Scorpion comes charging in to kill Weiss and her fox friend with all of his hate. Acting quickly, Weiss summons her Arma Gigas to clash with the mutant monster briefly. The Gigas delivers a devastating downward slam from its blade that Scorpion manages to block with his giant claw. Kron counters with a monstrous uppercut that breaks the sword before drilling his tail through the summon's body, disintegrating it into nothing.

"That didn't last." Tails remarks as Weiss launches an explosive gravity bomb that staggers Scorpion momentarily for a spin attack from the young fox, but only for a moment as Scorpion quickly recovers and starts messing them up with his powerful tail strikes before hanging onto the ceiling debris to spit his acid on them.

"Spidey! What's the hold up?!" Weiss shouted while dodging the acid.

"_**Huh?" **_Scorpion looks to the upper platform to see his arch-foe, Spider-Man, about to throw one of his eggs at the ceiling.

"It's over, Kron! You two, get outta there!" Spider-Man throws the egg with all his strength at Kron one last time, knocking him down off the ceiling.

**BGM End**

Scorpion shakes his head from the acidic pain, noticing too late of Weiss and Tails retreating to the upper platforms for one reason and one reason only. The ceiling completely melted for the crashed hovercraft about to come crashing down on him. Scorpion could do nothing but scream for his life as the ship crashes directly onto his torso, pinning the struggling man there until he finally submits defeat and slips into unconsciousness.

Though they are victorious, the heroes can't help but feel remorseful. Pity for him. Kron may have been a bully and a sadistic madman that even Miguel wanted to kill several times, he didn't deserve being trapped like this. "I'm sorry, Kron. If there were any other way to help you change back, I would. But this is bigger than either of us." Miguel said somberly.

"Wish there was something we could to help him. He may have been a villain, but…from being Venom to Scorpion, that's a hard life, even for him." Tails said depressingly.

"I still feel bad. Feel responsible for what turned him into this. For what happened to your fiancée..." Weiss said to Miguel with a remorseful face. Even though her company of 2099 had good intentions with DNA Dust and Kron's mutation was by complete accident, she still feels responsible despite this not being her era.

"Don't be. The future is still unknown. For both me and Kron." Miguel says as the fragment emerges from Scorpion's body for him to collect.

'_Congratulations, heroes. You've retrieved another fragment. This day is yours!' _Madame Web praised the heroes for completing their mission.

"Yeah? Then how come we feel so bad about it?" Miguel responded somberly, as none of them are taking pleasure of today's victory as it might've cost Scorpion's only chance becoming human again.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: This was a bit of a tragic chapter. Kron Stone was Venom 2099 and now Scorpion 2099. Miguel had a girlfriend he was going to marry but was killed because of Scorpion. And Weiss is taking a few traits from Peter Parker and being responsible for his transformation despite her having no direct involvement and comes from a totally different time. Now I'm interested to do a "United Heroes 2099" based off the merged 2099 world. Probably won't happen, but you may never know. **

**Next time: Welcome, welcome, welcome to PAIN FACTOR! Starring your lovable host, DEADPOOL!**

**Question of the Chapter: What are your general thoughts on this chapter? How do you like the Miguel and Weiss' friendship that I've been building upon ever since the **_**Generations **_**story?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	10. Issue 9: Welcome to Pain Factor

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Spider-Man 2099: The name's Miguel O'Hara. I'm the Spider-Man from the year 2099. Kron Stone. To think that monster got his claws on our next fragment. He used to be Venom, but then got caught in an accident that mutated him into Scorpion. He's so desperate for a cure he got himself used by a "pretty lady with metal arms" to collect the other fragments. I don't like Kron, but even he doesn't deserve this. One day we'll fix you, but right now I need to find this lady and collect the remaining fragments.**

**BGM End**

* * *

_Issue 9: Welcome to Pain Factor_

**Manhattan (Ultimate Universe)**

'_PAIN FACTOR! With your host…the anti-hero for hire…the mask for your task…the guy who won't die…DEADPOOL!' _And what a way to introduce one of the most annoying beings to ever exist in any universe, Deadpool, starring in his own reality TV program broadcasted live from an oil tanker in the middle of an ocean.

A fake audience cheers and claps for the Merc with a Mouth as he introduces himself to viewers around the globe, _'Hi, Ma! And welcome to Pain Factor, the only show where you compete for your life! And remember, viewers, I'm available for black ops missions, assassinations, and birthday parties!' _Deadpool listed his presumably real resume.

"I don't know what's weirder…that this guy can _somehow_ come back from the dead, or that they gave him a TV show," wondered an upside down Ultimate Spider-Man from his web, watching the show with his new friends, Knuckles and Yang, on a window TV while out in the city looking for the next fragment.

Knuckles sighs from the mere sight of Deadpool on television, "This one's exactly like our Deadpool, unfortunately. Was hoping he'd be a _little _less annoying."

"Deadpool was never this…talkative." Spider-Man responded.

"That's hard to believe." Knuckles quipped.

"He used to be serious anti-mutant extremist, but after me and the X-Men kicked his butt on some island, he came back to life crazier than ever. He thinks he's in a video game. Or fanfiction, sometimes." Spider-Man briefed his new friends the backstory of this world's Deadpool.

A cross-armed Yang rolls her eyes while grunting in disgust that this world's Deadpool has essentially become the Deadpool she knows and loathes from her world, "So glad we don't have to deal with this guy." She replied before she and her friends continue wasting their time watching his TV show.

'_Coming up, we've got a very special Pain Factor – with a very guest running the gauntlet!' _Deadpool said.

"Who?" Spidey asked.

'_You, Spider-Man!' _Deadpool answered as if he's directly talking to him through the TV.

"Huh?!" Knuckles remarks in shock and surprise that he apparently heard him.

"Wait…what?" Spider-Man was also left surprised that he's been chosen to play his game.

'Why did I open my mouth?" Yang tiredly berated herself for her earlier comment.

'_That's right!' _Deadpool said._ 'Our guest today will be the one, the only, the friendly neighborhood Spider-Man.' _He says while showing photos of the black-suited Spider-Man to the world._ 'And if he wants, he can bring his two pointless tagalongs.' _He referred to Yang and Knuckles as "pointless tagalongs" as he shows the world photos of them that he somehow took without them noticing.

"POINTLESS?!" The power brawlers raged from his little remark.

'_Because they need this!' _And to persuade Team Ultimate to play the game, Deadpool shows them the grand prize of a lovely Tablet fragment sitting on a Deadpool-themed pedestal.

"Television, you are cruel mistress." Spider-Man and his friends reluctantly accept to participate in Pain Factor as it's, unfortunately, the only way to retrieve their next fragment.

* * *

**Later…at the Pain Factor Game Arena #1**

Deadpool was kind enough to have a helicopter pick up Team Ultimate to take them to his oil tanker in the middle of an ocean where they'll be special guests in his wonderful show. None of the heroes are even remotely thrilled to play his game. Not Knuckles. Not Yang. Not even Spider-Man who's hanging upside down from below the helicopter outside.

'_You know, you can ride inside.' _The pilot reminded Peter.

'_Mind your own business so we can get this over with!' _An impatient Knuckles shuts him up from inside the copter.

"Wow, that's not too big or anything. Can somebody say 'overcompensating'?" Spider-Man joked of the size of the tanker arena.

The helicopter soon drops off the young heroes at a helipad, where they are annoyingly greeted by several flying TV screens that Deadpool is using to speak to them from wherever he is on the tanker, _'Spidey! Can I call you Spidey? Hey, thanks so much for you and your pals being part of our little "webisode". Heh heh, 'cause… 'cause you shoot the web… OK. Hey can I get you guys anything before we start? Soda? Bottled water?' _He asked them.

"How about the fragment?" Spidey quipped.

Deadpool laughs from his silly little joke as it would be way too boring to end this chapter so early, _'Good one! Okay, here we go, picture up! In three…two…and…' _The cameras roll again as it's time to begin the special episode of, _'Welcome welcome welcome to Pain Factor!' _broadcasting live to an international audience so everyone could watch Team Ultimate from their homes and wonders how three young heroes will survive this dangerous game.

"Is there a mute button for him?"Spider-Man joked to the cameras. Meanwhile, Knuckles gives the people back home an annoyed, angry stare as he is in no mood with Deadpool's games, and Yang stands there with a deadpan look as she's already tired of the game before it has even begun.

**BGM-Spider-Man: Shattered Dimensions OST-** **Welcome to Pain Factor!**

"Welp, might as well get this over with." Spider-Man stoically said as the group walk along a bridge into a room up ahead. With every step they take, flames burst out of the holes on the sides of the bridge as a cool way to introduce the guests into the game.

'_And here they are! The terrifying…the deadly…the amazing…SPIDER-MAN, and his spectacular sidekicks!' _Deadpool introduced the heroes on live TV while also annoying Knuckles and Yang for calling them "sidekicks".

"Just what I always wanted: A tasteful introduction." Spider-Man joked.

"Is it too late to quit this game?" Knuckles asked, as the game hasn't even started and he wants to go home.

"And leave the fragment in the hands of Deadpool of all people?" Yang quipped, and while she also doesn't like Deadpool one bit, she knows leaving the fragment in the hands of someone as dangerous and crazy as him would be catastrophic.

"I'm almost tempted to say yes." Knuckles responded.

Shortly after walking through the bridge, the heroes entered a little media room with a lonely camera stand looking at them. Deadpool himself then shows his annoying face on the multiple TV screens inside the room, _'Not a bad entrance {mine's gonna be better, though, later on in the chapter}, but could you guys put a little more "oomph" in it, ya know, for the cameras. This is going on live to MILLIONS of viewers.' _He advises before turning off the TVs.

"I'll show 'em what we think of your cameras." Spidey remarks as he destroys the camera with a single punch, cutting off his connection between his show and his audience in some places.

'_Hey! That was a live feed you just killed! Now what am I going to tell its folks?' _Deadpool cried, but it was plainly obvious he's faking it.

"Tell 'em it was a mercy killing. If they've seen your show, they'll understand." Spider-Man quipped.

"Glad he's annoyed." Yang grinned, taking pleasure of Deadpool's unhappiness.

"I might actually enjoy this little game if it means upsetting Deadpool. Let's go find something else to break." Knuckles smiled, eager to trash something else that'll upset the host.

"Let's swing over to the oil rig." Spider-Man recommends as the door opens to the main area of the gauntlet.

The webslinger swings over to land in the oil rig, while Knuckles glides over to meet him there and Yang uses the recoil from her gauntlet to make a large leap across the gap and lands right next to her friends. The three then look up to the large screen covered in static on the wall, as Deadpool quickly fixes it so he could appear to talk to his guests, _'Listen, Webby. I can't have you swingin' around in your footy pajamas with your girlfriend and pet, destroying my cameras.'_

"I AM NOT A PET!" Knuckles yelled.

Deadpool casually ignores the red mutt as he continues talking like normal, _'You're gonna have to tangle with my ARMY! And by "army" I mean Production Assistants. And by Production Assistants I mean unpaid interns. And by unpaid interns I mean "fans". You guys are gonna have to tangle with my FANS!'_

Team Ultimate just stands there, baffled and dumbfounded, as they have little words to respond to the fact they'll be fighting his fanboys. And the fact he has fanboys dumbfounds them further. "Lamest. Supervillain. Ever." The heroes remarks in deadpan unison.

The TV switches back to the "Pain Factor" logo the second his fanboy army appears walking out a garage door to confront the heroes with their baseball bats. "We're really doing this, aren't we?" Yang remarked.

"Yup." Peter casually responded.

"RAAAAAAGH!" One fanboy shouts a battle-cry that rallies his friends to rush forward and attack the heroes with their bats.

Spider-Man fires a webline to grab and disarm a fanboy of his bat, shocking its former owner he suddenly has no weapon anymore. "Batter up!" Spidey spins the bat around before throwing it at the dude's face, instantly knocking him out, "You fanboys are a lot more dangerous online!" He joked.

"Fighting fanboys aside, how else are we gonna win this game and get the fragment?" Yang asks while easily holding her own against three fanboys.

"Those cameras are his eyes and ears. Knock 'em out and we'll flush him out. And I see one right over there." Spidey spots a second camera to his left. He grabs one of the fanboys by the chest and uses his symbiofied strength to throw him across to the camera and destroy it. "That's two. And the third one is not far off." Spidey then turns to his right and spot the third camera at the edge of the platform. A burst of tendrils explode from his chest and surges on the floor finishing off the remaining fanboys while also destroying the third camera in the process.

'_You're wrecking my show!' _Deadpool remarks from his cameras being destroyed, causing him to lose more viewers with each of them destroyed.

"I getcha. We ruin his show then he'll be furious enough to show his face. Then we can knock him out and get the fragment." Knuckles said, as he now understands Spidey's plan to retrieve the fragment.

"That's the idea." Spidey responded.

"So where're the other cameras?" Knuckles asked him.

"Hmm." Spidey activates his Spider-Sense to scan the entire oil rig for the locations of the other cameras that are hidden somewhere. "Looks like there's five left stationed all over the place. I'll get the one on the bottom floor. Knuckles, you can glide over to that tower and destroy the camera over there. And Yang, you head over to the helipad and destroy the cameras over there." He assigned his friends to the cameras' locations.

"Good plan." Yang smiled, giving the young spider a thumbs up.

'_That's a terrible plan.' _Deadpool chimed in, instantly annoying her.

"Let's hurry this up." Yang said with a deadpan look before they split up to destroy his cameras.

* * *

**With Knuckles…**

The red echidna glides across a gap looking for a tower in the distance away from the oil rig. "There it is." Knuckles spotted the tower and made a beeline for it. He quickly notices the tower and the camera it holds is guarded by several of Deadpool's fanboys as they all immediately start shooting at him. A surprised Knuckles quickly swerves away from their gunfire before coming down onto the tower with a powerful stomp and a mean glare to scare them.

"We give, we give!" A frightened fanboy immediately puts his hands up alongside his friends that have seemingly given up before the confused echidna, "We didn't mean to fight! We're just stupid, unpaid fanboys! Destroy the camera! We won't stop you!"

"Oh, thanks. That makes things so much easier." Knuckles easily falls for their trick as the second he turns around to destroy the camera, one of the chuckling fanboys swing a hard right on his back and send him flying to the ocean. "WAAAAAAAAA!" Knuckles screamed before making a huge splash to the ocean.

The fanboys laughed at his stupidity with Deadpool joining in on the laughter, _'Knucklehead got tricked! How many times does that make? 1994? Hahahaha!' _He laughed.

"HRAAAAAAAAAAGH!" Much to the fanboys' shock and fear, a very furious Knuckles almost immediately erupted out of the ocean after being tricked again, by fanboys of all people, and quickly brutalized them with his Maximum Heat Knuckles Attack, destroying the fourth camera in the process.

"Ow the edge…" One of the fanboys groaned from the pain while left lying on the floor with a broken back.

* * *

**With Yang…**

"Did Knuckles get tricked again? I can hear his whining from here." Yang jokes while fighting a small army of fanboys on her own at a helipad that has three cameras for her to smash. The blond huntress easily blocks a bat swing with her cybernetic elbow before knocking out the fanboy with an explosive punch from her gauntlet. She quickly flips over stopping another mook with a kick before using her other leg to kick him away. And when a brawler tries to bear hug her bones, she jumps back and uses the recoil from her gauntlets to immediately thrust back and deliver an explosive punch to the ground, causing a small tremor that trips up her opponents long enough to grab one of them and throw 'im at the fifth camera, destroying it.

'_Whatcha doing to my cameras, beautiful? I thought you were written as a thrill-seeker that loves the attention.' _Deadpool criticized her for trying to ruin his show.

"True, but I went through a little something called 'character development', and there's the slight possibility I don't exactly like you." Yang quips while knocking out more of his fanboys.

'_Nonsense, babycakes. Everyone digs the Deadpool.' _He joked.

"You mean your possibly mental-disordered fanboys over here?" Yang remarks as another elbow strike knocks out a fanboy.

'_Exactly. But at least they still have an arm up yours.' _Deadpool laughs, mocking her cybernetic arm. Yang's eye twitches in anger from the small insult before silently smashing the ground that unleashes a fiery explosion, knocking out the remaining goons and destroying the other two cameras.

* * *

**With Spider-Man…**

"Dudes, stop hitting your face with my tendrils. It's disgusting." Spidey quips as his tendrils sweeps his enemies and slams on them, knocking them out with a breeze.

Deadpool weeps while watching the small carnage the webhead is unleashing on his fans, _'So much violence.'_

Before he could destroy the last camera, Spidey is quickly reunited with his friends, who he can easily tell are a little annoyed right now, "Hey guys. Have Deadpool annoyed you yet?" Spidey jokingly asked them.

"Yes." Both Knuckles and Yang answered with an annoyed tone in their voices.

"Not to worry. Just as soon as I destroy his last camera, it'll be his turned to be annoyed." Spidey fires a web shot that seemingly destroys the last camera, thus ruining Deadpool's game show. "Easy peasy." He smugingly said, thinking they have won the game and are one step closer getting the fragment. Too bad that's not happening because his Spider-Sense is telling him more cameras are popping up. "Why is my Spider-Sense telling me there are MORE cameras popping up?" Peter asked with shock.

'_C'mon, like I wouldn't have a backup plan? This is live TV, baby – the show must go on!' _Deadpool announced he has four more hidden cameras on the oil rig.

"Son of a-." Spidey would've cursed if the merc didn't intervened.

'_Language! This story is rated T for Teens.'_

"Oh, go to hell!" Yang told him.

'_Been there. Nice place. A little on the "hot" side.'_

Knuckles sighs, growing sick of this game with every passing second, "Where are the cameras?" He asked Spidey.

"One's flying in the sky above us and one's behind a cage nearby which I'll quickly take care of." Spidey said, running with Yang to the wall camera while Knuckles climbs up the rig to reach the flying camera.

The echidna climbed to the tallest point of the oil rig and looked around for the flying camera. When he did, he eagerly glides over to smash it into pieces. On the grounded floor, Yang holds off a few more fanboys while dodging the camera shooting fire at her behind a cage, giving Spidey enough time to climb into a vent to reach the caged camera and destroy it.

"That's two cameras down. How many do we have left?" Knuckles asks as he quickly regroups with his friends on another platform.

"Two more, thankfully. They're around this area. Let's check out the one in this room. Seems somewhat interesting." Ultimate Spidey replied.

**BGM End**

The heroes carefully enter the room as they have no idea what awaits them inside. What did await them was a little confusing as it looks like they've walked into an extremely cheap knockoff room based off "The Price is Right". There's even a small audience made of Deadpool's fans watching from upstairs while Deadpool continues acting as the host from the TV, _'Spider-Man! Yang! Knucklehead! YOU THREE are the next contestants on "The Priceless Fight!" COME ON DOWN!' _Deadpool gestures them to a wall with a colorful gate that has his small logo on it, _'Let's see what you've won…' _Loud footsteps can be heard from behind the gate as it opens, and walks out a large Deadpool-themed brute with a hammer, _'A ridonkulously big enemy to fight!'_

"That's a prize?" Spidey quipped.

"ROOOOOOUUUR!" The brutish fanboy roared, looking ready to clobber the heroes.

'_Uh-oh! Looks like the Spider and friends are about to get squished!' _Deadpool proclaimed.

Yang scoffs with a smile while getting into a fighting stance to get ready for the big guy, "This should only take a second."

'_Aaand – we're out to commercial.'_

"YeahbutHUH?!" A flabbergasted Yang and her friends responded with great confusion that he suddenly stopped the fight before it even begun.

'_Don't worry, we'll pick it up in the same spot when we come back.' _Deadpool responded. _'Guys? Get down there and keep the talent limbered up in the meantime.' _He calls upon his audience to come down and fight the heroes during commercial break.

**BGM-Spider-Man: Shattered Dimensions OST-Welcome to Pain Factor!**

"What is UP with that guy? I mean, seriously?!" Knuckles asks while pounding his fists on his enemies.

"I'd tell ya if I knew. Anyone have the fast forward button to skip this commercial?" Yang remarks while she uses a flying kick that bounces her foes to the wall.

"One fast forward coming up." Spider-Man enters his Rage Mode for a moment to pull in the remaining fanboys with numerous scary tendrils to all get taken into the air for a symbiofied fist that slams them all onto the ground with a powerful explosion that instantly knocks them out.

"That definitely sped things up." Yang smiled.

Most of the fanboys run out the room not just because they were beaten badly, but because this commercial is about to be over. A fanboy humorlessly drags another along the ground as Deadpool reappears on TV and stays true to his word picking things off from where they left off, _'Looks like the Spider and friends are about to get squished. GO GET HIM, BEAUREGARD!' _The merc shouted.

"'Beauregard?'" Spidey quips as he and his friends turn to confronting the roaring brute from before.

"Oh man, your parents must've been on something when naming you." Yang jokes while delivering a speedy dash punch to the gut before hopping to knee his jaw, then makes a quick spin before kicking him back to the Deadpool gate.

The fanboy brute roars before swinging his large hammer on her. Yang grunts while blocking the swing with her vibranium arm but was still knocked to the side for a moment so others could have a turn to fight him. Knuckles shouts out a battle-cry as he leaps over to punch the brute and jump over his hammer swing, attacking his face with a quick spin attack before slamming upon it with a brutal downward punch. The brute quickly recovers and then slams his large weapon on the small echidna, who's managing to stop it from crushing his skull with his hands.

"You ho. Beauregard. Get your guard up." Spidey chimes in with a web-strike that pushes the big guy away from Knuckles. "I'll keep dishing it out if you keep taking it." The webhead slams him down crushing the third camera from his tendril strike, then quickly lunges onto his body to deliver more swift tendril strikes to his face before stomping him with one final punch.

"Third camera's down." Spidey remarked.

'_Aw, man! Where am I gonna find another fan that big and antisocial?' _Deadpool comments from losing one of his big fanboys.

"I dunno. How friendly are you with Ben Grimm?" Spidey quipped.

"I would recommend Knuckles, but he's as small as a strawberry." Yang jokes while giving the annoyed echidna a teasing smile.

"Shut up! At least my hair isn't as big as a messy flower patch." Knuckles countered, which successfully struck a nerve to the bushy blond huntress.

"Easy, you two. Let's go find that last camera and then you can think of beating each other up, okay?" Spidey jokes as they exit the room.

"Whatever." Knuckles replied.

The last camera, presumably, is inside a sizable control room designed after "The Oprah Winfry Show" as if they're walking into a talk show. There's some chairs sitting around on a circular platform with a Deadpool balloon in the middle, and the last camera waiting to be destroyed in front of the room. "Mine!" Spidey rushes to destroy it, only for the camera to quickly disappear into the ground because of a proximity defense for being too close, "Wha-?"

'_Welcome to "The Wadey Wilson Show". Today's guests, Spider-Man, Yang Xiao Long, and Mr. Red Mutt.' _Deadpool introduced the audience to his little talk show in the middle of his game show.

"I HAVE A NAME YOU KNOW!" Knuckles yelled but Deadpool nonchalantly ignores him.

'_Hey, Spidey, buddies. Have a seat. Let's talk about the question of everyone's lips…how HOT is Kitty Pryde?' _Deadpool asked, digging into this Spidey's love life.

"Uh, why are we talking about her?" Yang asked, looking at the embarrassed Peter groaning as it sounds like he doesn't want to talk about his complicated love life.

Deadpool doesn't care as he continues talking about it, _'Uhh! Almost as hot as that redhead I always see you saving.'_

"You mean MJ?" The idiotic Knuckles remarks while somewhat revealing the identity of another of Spidey's girlfriends, Mary Jane Watson.

"SSH!" An angry Spidey immediately gestures the echidna to shut up.

'_MJ, huh? Is that her name? Do I sense a bit of a love triangle there?' _Deadpool asked, sounding interested in the spider's love life.

"Oh my god. I'm getting out of here." Spidey remarks, starting to feel really disturbed with all these questions about his love life.

'_And is it true there's a clone of you out there with your brain, but trapped inside a girl's body?' _Deadpool asks him regarding the existence of Ultimate Spider-Woman, aka Jessica Drew, who is exactly a female clone of Peter Parker.

"Wait, REALLY?" A surprised Knuckles turned asking the uncomfortable Spider.

"Ehhh…" Peter doesn't have a straight answer for that.

Yang has nothing to say regarding a possible female clone of Spider-Man. All she's doing is pinching between her eyes feeling a little embarrassed for the young Spider herself as she's heard the stories from her Spider-Man on how messy and annoying his Clone Saga was, and can imagine this world's Clone Saga was almost as terrible.

'_Cause that's kinda like CREEPY.' _Deadpool sang. _'And by kinda I mean "insanely".' _He then whispers, _'I'd still hit it though.'_

"I'm gonna be sick." Spidey said, already feeling nauseous from that disgusting remark.

"That's it!" Yang shouts as she had enough of Deadpool making fun of her friend's love life. She fires a single shot from gauntlet at the last camera as it reappears since no one is close to it at the moment, thus ruining Deadpool's show for his worldwide audience.

**BGM End**

"Feeling okay?" Yang sincerely asked the young spider with a gentle touch to his shoulder.

"Yeah. Thanks for that. Can we go home already?" Ultimate Spidey asked, officially tired of Pain Factor.

"We destroyed all his cameras, so unless he has more, I think we're done." Knuckles believed.

'_Congratulations, heroes!' _Deadpool reappears on the TVs in the control room to talk to them again, _'You've ruined my broadcast. And you deserve your prize…'_

"The fragment?" Spider-Man asked, only for him and his friends to get immediately ambushed by Deadpool himself, who's somehow appearing in two places at once, as he knocks the three out with his own mike.

'_That won't do!' _The Deadpool on TV replied.

"BAD SUPERHEROES! BAD!" The Deadpoollooming over the knocked out heroes and berates them.

"Unnnghhh…" Team Ultimate groans before they slowly close their eyes into unconsciousness.

* * *

**Pain Factor Battle Arena**

A while later, the knocked out heroes slowly wake up on a lonely arena in the ocean while hearing the sound of someone driving a ski boat. "Oww, my head! Where are we?" Ultimate Spidey groans while getting his bearings straight.

"Surprise attack us, will he?" Knuckles growls while helping Yang up her feet.

"YOO-HOO!" Deadpool shouts to the cameras from the ski boat he's seen driving on sea. "Watch me, Mommy! Watch me!" He says this only because he's deliberately about to crash his own boat to his own arena and cause it to explode upon impact, which only served to give him an explosion entrance as he jumps onto the middle of the arena while making an awesome pose in front of his enemies, "Ta-daa! Live an in person! The one, the only, DEADPO-oh, look at you." He immediately interrupts himself while staring at Spider-Man.

"What about me?" Spider-Man asked.

"I thought you'd be taller. Oh well, we just won't use a lot of wide lenses." He replied before continuing what he was saying before he interrupted himself, "DEADPOOL! Thank you, thank you. Don't throw flowers, just send money." He posed.

"Don't take this the wrong way, but you seem a couple peas short of a pad." Spidey mocked.

"Was it not obvious already?" Yang joked as they get into a fighting stance against their common enemy.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Deadpool - Where's My Guitar Solo?**

"The writer put in my own intense boss theme! Hell yeah!" Deadpool broke the fourth wall right there as he unsheathes the twin blades from his back arsenal to fight with.

"What is he talking about?" Knuckles remarks with confusion.

"Don't question him. Just punch him." Spidey told him.

Knuckles instantly smiles from the remark, "Don't have to tell me twice! Been wanting to do that all day!" He yells out a loud roar as he throws a mighty punch at the Merc with a Mouth, only for him to block it with his blades.

"Gotta try better!" Deadpool taunted as he almost cuts off Knuckles' head.

"How 'bout THIS?!" Spidey jumps over Knuckles and throws him a speedy webline to catch and then throw the echidna up into midair above Deadpool. Knuckles roars as he quickly dives straight into his opponent, striking the annoying mercenary with a devastating attack from both his fists that bypasses his defenses.

"Ow!" Deadpool said before teleporting to a nearby location next to them as he instantly holds out his dual guns, "Woah-ho! BANG! BANG BANG BANG! BANG BANG BANG BANG!" He fires both guns simultaneously at them, forcing them to evade his relentless onslaught. Yang uses her weapon recoil to accelerate her movement flips to dodge his bullets, while also using her vibranium arm to deflect the ones she couldn't avoid as she gets closer and closer to deliver a beatdown on her opponent, only for him to clash with his blades and stand even with her powerful fists. "You're a feisty lady, aren't ya? And is that a metal arm? That is so awesome." Deadpool quips during their little clash.

Spider-Man uses his tendrils to surge through the floor and surprise attack Deadpool from beneath, sending him flying backwards until he was caught by a tendril and pulled into Yang's fiery uppercut that sends him skipping on the ground instead. "Not so funny now, huh?" Yang smirked.

Before Knuckles could land a blow on him, Deadpool teleports away to one of the helipads, "Get in there, boys! Show wally-webs and his sidekicks here they can't twist my doorknobs." The Merc calls in some of his fanboys to distract them while he takes a quick breather from the beating.

"Wally-webs? Seriously?" Spidey quips while taking out his fanboys with his tendrils.

"And enough with the sidekicks! We're a team! It's like you're begging us to kill you!" Yang retorts while beating down his minions.

"This is Deadpool, remember? Kinda hard to get rid of no matter how much we try. But we'll still try anyways!" Knuckles quips as he bashes his way through his portion of fanboys using his Maximum Heat Knuckles Attack, leaving a trail of unconscious bodies before delivering a roaring punch to Deadpool's face.

"Do echidnas eat grenades?" Deadpool casually asks while throwing a grenade that explodes on Knuckles, blowing him away in pain. Meanwhile, Yang glides around outside the arena using her gauntlets before rushing forward with a gliding punch that push the mercenary back a bit. "BAMF!" The merc teleports behind Yang and strikes her away with his blades, knocking her next to a lying Knuckles and a Spidey that just finished knocking out the last fanboy.

"You two, grab my tentacles. Got an idea." Spidey morphs his arms into tendrils for them to grab hold.

"A girl touching a tentacle?" Yang joked.

"This isn't Japan. Don't worry." Peter quipped.

"Ah. In that case." Yang smirked.

Spidey starts spinning around himself while holding onto Knuckles and Yang. After building up momentum, Spidey hurls both of them into Deadpool as he quickly webs him up so he won't escape, delivering a brutal frontal attack. "Owie!" Deadpool remarks. After slightly rebounding from hitting him, Knuckles and Yang then each deal an additional strike to him simultaneously that was enough to have the merc rethink this fight.

**BGM End**

"Oh I just remembered, I have to…uh…floss." Deadpool lied after putting away his katanas and prepares to run away if Spider-Man didn't stop him with his mouth.

"Ah, don't run away like a snivelling coward just cause we were whipping your heinie." Spidey mocked him.

"I'm not running away!" Deadpool lied. "I'm just going to find a dictionary so I can look up 'snivelling'! Snivelling…" There was a brief moment of silence that makes the heroes wonder about his next move, which was running off laughing to another ski boat to escape with, "Hahaha – heinie."

"Get back here!" Knuckles shouted.

"Oh no you don't!" Yang runs off with her friends chasing Deadpool before he could escape. Knuckles and Yang jumps high into the air and start gliding through it. Spider-Man takes the more fun approach and attaches two weblines on the retreating boat to ski on from behind as he hollers in enjoyment.

* * *

**Soon…at Pain Factor Game Arena #2**

A few minutes later, Deadpool is still on his ski boat while successfully luring his heroic superstars to another dangerous oil rig for them to play in, "Well, my little petunias, it's been fun! For me, I mean. Not so much for you guys." He purposely crashes his boat to a bottom tower to stop Spider-Man who's still skiing behind him.

"Uh-oh! Whoa!" Spidey quickly web-zips to the top of the tower before he was caught in the explosion, "Okay. That was an experience." He quips as his gliding friends regroup with him.

"You okay? That was quite a ride, huh?" Yang asked him with a smile.

"Yeah." Spidey nodded.

"Where did Deadpool run off to?" Knuckles asked, cracking his namesakes for another round against that loser.

"Must've escaped before his boat crashed." Spider-Man answered as they find themselves walking in a large tube with steam vents all around. "Nowhere to but up." He looked up as their only exit point. Knuckles immediately starts climbing with his fists to the top while Yang latches onto Ultimate Spidey's back as he gets ready to wall-crawl the both of them up there.

"Hold on tight, little lady." Peter joked.

"You do know I'm five years older than you." Yang quipped with a teasing smile as he crawls and avoids the steam up the vent.

"Age is relative." Spidey snarkly remarks.

"I'm still 3 inches taller."

"That's relative too."

"I don't think so."

Eventually, the trio managed to crawl out the tube with little difficulty. They walk out the door into the another oil rig that presumably has the same rules, cameras and traps as the other one they survived in. But this one features a little conversation between four of Deadpool's unpaid intern fanboys.

"Hey man. Love your outfit."

"Back atcha! You get yours in the fan club catalogue too?"

"Nah, the gift shop. You know, if you get it in person they actually tailor it for you."

"No way! Right there in the shop?"

"Yeah. I mean, they take your measurements there in the shop. Doing the actual tailoring takes a couple days, but it's sooo worth it."

"Yeah, I was gonna say -."

"I mean, right?"

"Dude dude dude dude dude…turn around, let me look at how it fits ya. Yeah. I gotta say, that is really nice."

"I'm telling you, man. Tailored."

Team Ultimate stands there from a distance in silence, motionless after listening to their strange little conversation. The trio exchange weird looks and eyebrow raises before casually walk away while allowing those fanboys continue talking about tailored clothes in peace.

**BGM-Spider-Man: Shattered Dimensions OST-** **Welcome to Pain Factor! (V2)**

"So I'm assuming there're cameras here too?" Yang asked the webslinger with the spider-sense.

"Yup. Nine." Spidey answered, which earned him to hear tired groans from his pals as they are getting tired destroying these cameras.

"Nine? This is starting to get bothersome," complained Knuckles before sighing, "Where are they so we can get this over with?"

"Two in the sky. Six down in a lower level. And one somewhere in the center here." Spider-Man told them the general locations of the cameras using his Spider-Sense.

"Let's get moving. Really missed when missions were so linear. This is becoming a workout." Yang joked, splitting off from her friends to target each area that Spider-Man listed to make things easier on themselves.

Tired of all these cameras scattered about, the heroes rush to destroy them as fast as they could. Knuckles runs on a crane towards the two cameras flying in the sky. He jumps off and glides and quickly smashes through the cameras with a breeze. _'Great! REAL mature!' _Deadpool comments on him destroying his cameras. Spider-Man jumps down to the lower levels to find the six cameras he sensed. He had to contend with several moving blocks that could electrify him, trap doors that could drop him into the ocean, and immense gunfire coming from the cameras themselves. Despite all that opposition, the Spider came out on top and quickly spins his tendrils destroying the cameras in his area. _'How am I going to get good coverage now?!' _Deadpool complained. Meanwhile, Yang finishes off a group of fanboys with her explosive martial art skills as she locates the final camera hiding behind an unbreakable gate. She thinks of a way to get in until her eyes notices a vent nearby that'll her behind the wall. She rips the vent gate open and runs inside and destroys the ninth camera. _'Easy on the merchandise, pal!' _Deadpool criticized her.

With all the cameras hopefully destroyed, Yang contacts the others via their ear comm, "PLEASE tell me that's all the cameras?" She asked Spider-Man.

'_Uhhhhh…' _Spidey is hesitant to reply, which could only mean one thing.

Yang exasperates, tired and angry from all of these new cameras popping up, "How many THIS time?!"

'_Seven.' _Spidey answered.

'_WHY?!' _Knuckles yelled.

'_Now, now! Good news, there all seem to be standing in one place.' _Spidey assured him this batch is much easier to handle.

"Thank god." Yang sighs a relief one.

'_I see 'em! Destroying them right now!' _Knuckles informed them.

* * *

**With Knuckles…**

"There you are, you annoying little picture machines! This is for wasting my time!" Knuckles runs recklessly towards the seven cameras standing as a group in one site to destroy them and get this mission done and over with.

'_And I used my time to install them with new flamethrowers. You're welcome!' _Deadpool chimed in as the newly-upgraded cameras blow their fire on Knuckles' face, making the echidna nice and toasty.

"AAAAH! I'M ON FIRE! I'M ON FIRE! I'M ON FIRE!" A burnt Knuckles comically runs around screaming while avoiding more of the flames of the cameras.

Yang quickly shows up to assist Knuckles, only to watch the stubborn echidna running around like a flamehead fool that has no idea there's a big ocean below him he can drop down into to cool off. "Settle down in the pool, hot stuff." She quips as she shoots the cameras from a safe distance so her hair won't get burnt.

"Is that all of them?! Can that FINALLY be all of them?!" Yang asked, overreaching her limit with all these cameras.

'_Nope.' _Spidey answered nonchalantly.

"ARE YOU KIDDING ME?!"

'_Cool off in the pool with Knuckles. Don't worry. All but a few of them are in my location. Meet me at the studio near the top of the oil rig.' _Spider-Man told her.

* * *

**With Spider-Man…**

"Hot, hot, HOT!" Spidey yipes repeatedly while swinging pass the flames shooting out the top of large cylinders near the last set of cameras. The ultimate Spidey is too sick of all these cameras showing up to annoy them and quickly goes in destroying them all. All but three, as the remaining cameras are inside a studio room similar to other one that was used for "The Wadey Wilson Show".

Spidey regroups with his friends, after Knuckles cooled off, inside the studio room. "I REALLY hope these are the last cameras, because I am so sick of them!" Knuckles whined.

'_Welcome back to "The Wadey Wilson Show", with our special guests, Walthrop Webs, I Burn, and Clifford the Small Red Mutt.' _Deadpool reintroduced everyone to his little show within a show.

Knuckles remarks to his nickname, "Stop calling me a-."

Deadpool again ignores the whiny echidna as he asks Spider-Man a question, _'Now, Walthrop, let's talk about that time you and Wolverine switched brains…'_

"That really happened?" Yang gave an intrigued look at Ultimate Spider-Man.

"I rather not discuss that." Spider-Man responded.

"At least you didn't switch minds with a supervillain like, I dunno, Doc Ock? That would've been worse." Knuckles said.

"Well actually, I've got a question for you, Deadpool. Where'd you get that fragment?" Spider-Man asked the mercenary host on TV.

'_I'm really glad you asked. The answer to your question is…SHADUUUUUP!' _Deadpool turns off the TVs as the remaining cameras starting shooting at them. And if that wasn't annoying enough, more fanboys show up and start firing their guns on them as well.

"Guys, give it a rest. We're annoyed enough already." An annoyed Yang easily deflects their bullets with her metal arm as Knuckles zooms in and wrecks them down into submission with fierce punches. Spider-Man avoids the camera bullets like a pro before webbing up studio equipment to throw at the cameras, and finally, hopefully, have destroyed all of the cameras in the rig.

"Is that ALL of the cameras?!" Spider-Man asked, after being sick of destroying cameras right and left all day.

'_Oh the horror. The inhumanity!' _Deadpool acted sad on TV when he's really faking it.

"Zip it and tell us where you are so we can knock your lights out?!" Yang threatened with a mean glare at the TV.

'_Oh, I'm waving to you outside.' _Deadpool answered nonchalantly.

"Wait, what?!" A surprised Knuckles and the others look out the window to see that the merc with the mouth really is waving at them outside on a nearby platform even though he is still on TV right now.

**BGM End**

The heroes quickly jump onto the platform to give Deadpool their meanest, annoyed look yet as they have truly become sick of his games and tricks throughout this entire show and just want to get this over with already. "Congratulations! For surviving this long, you've received the Pain Factor Home Game!" Deadpool told them. "Now you can risk your well-being and sanity for the entertainment of others in the comfort of your own home! Follow me to pick up your prize!" He leaps onto a container and jumps down to another oil rig building nearby.

"Can the prize be stuffing a sock in your mouth, instead?" Spidey quips as the heroes zip over and follow him into the next building. When they entered the large studio room, the doors and windows suddenly close shut to prevent them from escaping.

"Of course! Another trap!" Knuckles scowled.

"Did you seriously just try to lock us in a room? What are we, grounded?" Spidey quipped to the mercenary host.

'_Just sit tight, my little mouth breathers. We gotta pause for another word from our sponsor.' _Deadpool answered.

And so, while the heroes keep themselves occupied fighting his fanboy army and a one or two brutes entering the studio, Deadpool babbles on about that sponsor of his for his commercial break, _'There is a world of sprits. Unseen by most, but just as real as our own. And when you need a guy to penetrate those mysteries, you know who to call. STRANGE. Doctor Strange. Yeaaah, Stephen Strange Junior. A man who has ventured back from the other side. And has cheated death himself is now available for...'_

"How long is he going to keep talking?" Yang asked while demolishing his raving fans.

"Hopefully another few seconds." Spidey quipped.

'…_When it comes to the supernatural, there's only one name to call. STRANGE…'_

"He's still talking." Knuckles remarks while knocking out his 12th goon.

"Another few seconds." Spidey said with little optimism.

**BGM-Spider-Man: Shattered Dimensions OST-** **Welcome to Pain Factor! (V3)**

'…_Okay everybody. We're back in five. Four. Three…' _Deadpool finally shuts up, for a brief moment, and opens up the doors for the heroes to finally walk outside after they finished surviving his onslaught of his fans. The heroes stand outside on a platform next to nothing but the big wide ocean and several platforms out in the near distance.

"I give up. What now?" An extremely tired Yang has nothing else clever to say as, just like her friends, is completely drained from all of Deadpool's crazy challenges.

Once again, Deadpool shows his annoying face on the floating screens around the platform with an important announcement, _'With highs in the mid-60s and the low of 75. On the bad news tip, viewers are advised to seek higher ground 'cause we're about to have a MASSIVE tidal wave tear through here. Looks like it'll be caused about five seconds from now by some nutty feathered plucker detonating a WHOLE mess of explosives underwater. Of course, the question on everyone's lips is: Who would be CRAZY enough to- Oh, wait. IT'S ME!'_

"He's going to do what now?" And now an extremely worried Yang asked after watching Deadpool gleefully presses a button that detonates the explosives.

And then, bam, just like that, Spider-Man's head tingles throughout the brain and beyond after sensing his biggest obstacle yet, because out there vastly approaching from the distance, it's the biggest tidal wave he has ever laid eyes upon, and it's coming right for them this instant. "HOLY SHIT!" Spidey shouted.

"IS HE INSANE?!" Knuckles yelled in erratic horror, ripping his hair out from witnessing a giant tidal wave being unleashed to kill them.

"Go, go, GO, GO, GO, GO!" Spider-Man urgently hurries up his friends to start moving ahead if they want any chance to survive the tidal wave. Without a second's thought, they venture off the floating platforms up ahead as the tidal wave slowly approaches in less than a minute. Knuckles glides like he never glided before. Yang pushes her gauntlets' new ability to glide to their limit. And Spider-Man swings as if his life depended on it.

Miraculously, Team Ultimate made it on the tall platform ahead that was thankfully tall enough to avoid getting consumed by the tidal wave. _'Unbelievable! They deserve a breather for that one!' _Deadpool compliments them for surviving the tidal wave. _'Too bad they're gonna have to race another tidal wave!' _He casually says another one is coming.

"HUH?!" Team Ultimate fearfully shouted from seeing the second tidal wave approaching from more underwater explosives detonated by Deadpool. "AAAAAAAH!" They screamed.

"Go, go, GO, GO, GO, GO, GO!" Spidey repeated himself with the same urgent sense that they need to race for their lives before the tidal wave consumes them. Following the exact same strategy from before, the heroes survived the second tidal wave after barely landing on top of another tall platform. "WOOO! DID IT! And I think I just peed my costume a little bit." Spidey said aloud.

'_I heard that.' _Deadpool told Peter after hearing that little remark what he did to his costume just now. _'Again, we're broadcasting this…LIVE.' _He reminded the forgetful spider.

"Oh, great." Spidey muttered, now embarrassed.

"Hey, if I was wearing pants, I'd be on the same boat." Knuckles remarked, feeling the same way after surviving two tidal waves.

'_Speaking of boats…' _Deadpool says a little ominously.

And while the heroes continue traversing to the next tall platform, another tidal wave predictably appears. What they didn't predict is that this one puts the other two to shame from how big and utterly terrifying it looks like.

"Oh. My. God." Yang remarks in total fear from looking at the gigantic tidal wave that's about to completely consume them, even though they're standing on the tallest platform they could find in the middle of the ocean.

'_I dunno, man. I don't think that platform's gonna be high enough, do you? You remember what I said about boats a second ago. You MIGHT wanna think about catching the next boat, know what I mean?' _Deadpool hinted to them an idea how to survive the truly biggest tidal wave known to man.

"Spider-Sense, I KNOW a giant tidal wave is about to kill us! Stop beating about it inside my head!" Spider-Man jokes while he and his friends zip, run, jump, and do just about anything to survive on this crazy ride on a boat caught in the tidal wave that causes it to turn sideways making things twice as difficult than it already is. And when they arrive at the end of the ship, there appears to be nothing else they can use to escape the wave.

"Where do we go?! WHERE DO WE GO?!" Yang frantically asked for an escape plan.

"Over there! That crate!" Knuckles shouts while pointing to a crate hanging at the end of a crane.

"ONE SHOT!" Spider-Man puts all his luck into this one webline that will determine if they live or not as he launches one onto the crate. And by a miracle it attached onto it. Spidey hurriedly grabs hold of his friends as he zips them over the humongous tidal wave and onto the final platform where they are finally safe from the killer ocean.

**BGM End**

"And here they are!" Deadpool shouts as the unbelievable heroes of Team Ultimate start walking down his final arena to confront him for a final confrontation for the fragment. "Bedeviled and bedraggled, drowned but not out…the men and woman, the myths, the legends, the non-mutant superheroes and Knuckles!"

"Well, at least he got my name right." Knuckles said unsurely if that's really good news.

"Do villains find me this annoyingly talkative? Uh…Don't answer that." Spider-Man quipped.

"I won't. That'd be too hypocritical of me." Yang joked.

"All right, Ugly McEvilsteen! You're about to get CANCELLED!" Spider-Man threatened the merc with a mouth.

"Aaaand…cut!" Deadpool shouts to his cameras. "That's a wrap! Great show, everybody! Great show. Here ya go kid – you earned it!" He casually tosses the webhead the fragment he and his friends have fought tirelessly for all day.

"FINALLY!" Knuckles remarked in sheer joy.

"Uh…thanks." Spidey thanks the merc, surprised he's a good sport that keeps his word.

"Hey, fair is fair, right? BTW, what's the deal with that thing, anyhoo?" Deadpool suspiciously asked them why they were so desperate for the fragment in the first place.

"Well, it's a long story. Basically it gives bad guys extra super powers, so I have to…" answered Spidey while he's taking a closer look at the fragment, only to flip it and see the "Made in Canada" logo on the back, quickly realizing they've been tricked, "Wait a sec…This is a prop!"

"You mean we've been Knuckled?!" Yang remarks in horror that they've been tricked.

"What does that supposed to mean?!" Knuckles angrily asked.

Meanwhile, Deadpool reveals he's still in possession of the real Tablet fragment in his hand as he begins absorbing its incredible power for a new trick, "OHH-HHHH, CANDY BAR! GONNA GET A CANDY BAR!" And the power he receives is perhaps the worst, most horrifying power imaginable that'll make him truly unstoppable to beat that the heroes cannot comprehend if they could. And that is? The ability to make clones of himself. "Snap!" Deadpool said. "Crackle!" A second Deadpool appears next to him. "Chop!" And the third Deadpool said as he stands together with his other selves.

"Oh god no." Team Ultimate remarks in terrified unison of the three Deadpools. As if one Deadpool wasn't bad enough. There's now three of them, each who are sentient and have their own different personalities.

"I love this! Finally, some to laugh at my jokes!" Deadpool 1 said happily. "Hey, what's green and makes noise?" He asked his clones.

"What?" Deadpool 2 responded.

"The Incredible Honk!" Deadpool 1 made a funny that got his clones laughing aloud while the heroes stand there horrified of the three Deadpools. But once they're done laughing, they only have one other thing they want to do now.

"KILL 'EM!" Deadpool 2 stated.

"KILL 'EM!" Deadpool 3 said.

"KILL 'EM!" Deadpool 1 glared at the heroes who have been ruining his show all day.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Deadpool - Where's My Guitar Solo?**

"This has gotta be the ultimate nightmare. Battling THREE Deadpools? One was enough for the universe, thank you!" Ultimate Spidey jokes while his tendril strikes get blown to bits by Deadpool 1 and his dual guns.

"Pineapple surprise!" Deadpool 3 shouts as his explosive grenades were enough to blow back the shocked echidna guardian.

"Yup. Just as annoying as a the original." Knuckles remarks after almost getting blown up and dodging more of the clone's grenades and only his grenades, which tips off the echidna about the fragment-enhanced mercenary. "Say. Something _does _seem different about this Deadpool. So far he's only been chugging grenades at me. Not using his other weapons." He noticed.

Near him, Yang just barely managed to use her metal arm to block Deadpool 2's twin blades while struggling to hold her ground, "This one's been using his swords for a while and they're starting to annoy me." She scowled.

"Wait! I think I understand what Knuckles is talking about." Spidey remarks while ducking under the bullet barrage from his Deadpool before flipping back and blinding him with webbing. "These Deadpools. They're not just clones. They're different personalities split into physical form with each one favoring their own weapon. In a way, they're weaker than when they were as one since neither of them have access to a full arsenal." He spotted a weakness in the clones, hopefully something they can exploit to win.

"So what's the plan to win?" Yang asked while kicking her Deadpool away.

Spidey suggests, "Spread them away from each other and attack them with our full power, or else-." His spider-sense suddenly things when he notices the three Deadpools all disappear to drop numerous big bag bombs from the sky. "Stuff like that happens!" He frantically remarks, quickly grabbing Yang to cling on the gate alongside Knuckles to narrowly avoid the multiple, devastating explosions from the Deadpool bombs.

The Deadpools then suddenly reappear back in the arena laughing like crazy fools taunting the heroes for almost getting blown up. "That was Deadpoolicious. In case you're wondering, that's my new word for awesome." Deadpool 1 joked.

"Looks like you'll live for ONE MORE DAY!" Deadpool 2 laughed.

"Hey, this is my taunt line." Deadpool 3 taunted.

"Good lord, let's end them already." Yang stated, too calm and tired that she really wants to win and go home at this point.

"Hope echidnas like some CHIMICHANGAS!" Deadpool 3 tosses more grenades to kill the dodgy guardian. Knuckles dodges the grenades while charging his Maximum Heat Knuckles Attack, and when he's finished getting the move ready, he kicks a grenade back at Deadpool to explode on his face, "Ow." stunning him long enough to receive the full power punch to the chest from his ultimate attack that was so powerful, it blew him away with a devastating explosion.

"What's the matter? Your stomach couldn't handle a knuckles sandwich?" Knuckles grinned, taunting the knocked-out assassin.

"Katana-Rama! Ya can't spell assassin without sin- and twice the ass!" Deadpool 2 jokes around while rushing forward with strikes and slashes on Yang. The blond huntress manages to dodge most of his attacks, but she is then knocked to the ground. Yang pants for breath until she notices him teleport behind her and about to crazily attack her again, "Yes. It's cuttin' time! La la la la la. La la la la. La la la!" He sung while trying to slash Yang with both of his swords in a mad dance-like auto combo attack that knocked her back. "Can't hold me now. And you're not stopping me…" He sang a certain theme song as he unleashes a killer dual-wield attack toward Yang. However, at the last second, Yang smirks as her eyes turn red, and the next thing you knew, she caught his swords with her hands, with her non-metal one bleeding a little from grabbing his blade. Deadpool looks in shock to see her hair burning bright thanks to her activating her Semblance.

"Are you mad that I was singing your theme song?" Deadpool casually asked her while his blades are still caught by her.

"Shut up." Yang calmly said before pulling him toward her and punches him hard enough to disarm him and send him flying back, defeating the second clone.

"Feelin' _fabulous_! BANG! BANG BANG BANG! BANG BANG BANG BANG!" Deadpool 1, the final Deadpool, jokingly said while firing his endless bullets at the acrobatic spider that keeps dodging them.

"I can't believe I'm gonna say this, but you're actually making me MISS Electro." Ultimate Spidey runs around on the metal gate escaping his bullet wrath. Once he's close enough above the mercenary, Spidey leaps over his head while he's still shooting and quickly use his webbing to slide under his feet, tripping him up so the webhead could yank away his guns and crush them with his feet.

"Awww, my favorite shooty-shooty guns. Where am I gonna find more shooty-shooty guns to pull the happy-happy trigger to kill you?" Deadpool whined like a child.

"Not my problem." Spidey quips as he unleashes his Rage Mode to utterly decimate the lonely mercenary with powerful tendril whips and lightning-fast strikes that quickly proved too overwhelming for him before receiving one last, powerful punch to the face that'll finally shut up the annoying host for good, "You're CANCELLED!" He declared with that punch.

**BGM End**

That final punch knocked back Deadpool so hard he starts moving around all dizzy like as he could barely hold his own footing. His two clones soon disappear as his strength and comedy drains from his body, "We'll be righ' back…after theesh messhages…" Deadpool finally falls down to the ground, snoring loudly while knocked out cold.

"Ah yeah, FINALLY! AT LAST we shut him up!" Knuckles cheered, feeling very alive and glad they defeated the Merc with the Mouth.

As Team Ultimate regroup, the fragment they fought so desperately fought so long and hard for emerges from his body. _'Another successful mission! You get a HIGH rating for that one.' _Madame Web congratulates the team for a job well done.

"Aren't they all?" Spidey jokes while grabbing the fragment. "Uh, just one thing…How do we get home?" He asked while remembering they're standing in an arena out in the middle of nowhere.

"We could just…swim?" Yang awkwardly recommended.

* * *

**Manhattan (Amazing Universe)**

So far so good. The webslingers and their dimensional friends have triumphed over unbelievable odds. But there are still more pieces of that terrifying Tablet out there. And something says, the worst is yet to come.

It's nighttime back in the main universe as Team Amazing are traveling through the city to return to Madame Web's apartment with the piece of the fragment they secured from Sandman earlier, blissfully unaware a certain power-hungry bubblehead is following them from afar.

* * *

**Madame Web's Apartment**

"And, voila!" Sonic happily shrugs after giving another fragment to Madame Web's collection of the others.

"Excellent work, my friends!" Madame Web praised the heroes for being successful securing more pieces of the Tablet in a good amount of time.

"Who says good help is hard to find?" Amazing Spider-Man joked. "Now, just one more fragment to go, and-." Before he could finish that statement, his spider-sense buzzes to danger that's about to invade the apartment, "LOOK OUT!" He quickly protects Madame Web from the explosion with his webbing.

**BGM-Spider-Man 2 Game OST-Mysterio**

"Who?!" Sonic remarks, looking at the dust wondering who might be invading the apartment and is seemingly aware of their presence.

"The rest of the Tablet will be mine – it MUST be mine!" To the heroes' surprise, Mysterio reveals himself from the dust that he's the villain invading Madame Web's home on his floating dust cloud.

"Mysterio?" Ruby remarks in surprise of his odd presence.

"You again? Why don't you go saw a lady in half or some-?" Spidey quips so casually as he knows full well Mysterio is not a threat to him, not even with his illusions. But it was only when the heroes quickly dodges his real life sawblades is when he realizes the illusionist has gotten a real upgrade, "That was NO illusion!" Spidey remarked in realization.

"Don't tell me Mysterio has a fragment?!" Sonic guessed correctly.

"You've underestimated me for the last time, heroes. And this old crone will PAY for your insolence!" Mysterio has his razor-spinning sawblades closing in on Madame Web as he threatens to kill her. "Recover the rest of the Tablet for me, or this will be the last you see of her!" To prove he's dead serious, Mysterio cuts off one of her webs on her special chair to have them hear her pained scream.

"Madame Web!" Ruby exclaimed.

"Stop! We'll do it – just don't hurt her, okay?!" Amazing Spidey reluctantly accepts doing what Mysterio tells him and that is recover the rest of the Tablet for him.

"Hurry, Spider! The clock's ticking!" Mysterio laughs manically as the heroes race off to locate the remaining pieces of the Tablet or else Madame Web's life will be forfeit.

**BGM End**

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: Jesus, this was a long chapter. I blame Deadpool for padding things out with his cameras. Would've made things shorter if he wasn't pointing a gun behind my head. All joking aside, this marks the end of Act 2. Mysterio threatens to kill Madame Web if the heroes do not bring him the remaining tablet pieces. Next chapter will be the Juggernaut chapter, but I'm going to take some liberties and change a few things. What do I mean? Find out next time.**

**Guest 1 (from Chapter 9): Where in the world did you get the idea I'm shipping Miguel and Weiss? Can people not be friends with each other anymore? Not to mention Miguel is a few years older than her, Weiss is still in a relationship with Harry Osborn, and the fact they live in two completely different eras.**

**whateverman53: Never played the Deadpool video game. Not a big enough fan of Deadpool to care.**

**Next time: Don't You Know Who I Am!? An unstoppable rampage!**

**Question of the Chapter: What is your favorite chapter in "Act 2"? The Sandman chapter? Vulture? Scorpion? Deadpool?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	11. Issue 10: The Unstoppable Race

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Ultimate Spider-Man: Your friendly neighborhood Spider-Man, at your service. What did we get ourselves into? Somehow, Deadpool found a fragment, which he used to force us into his little game show out at sea. It was TIRING! We had to fight his fans, destroy dozens of cameras, and avoid giant tidal waves! And if that wasn't weird enough, Deadpool used the fragment to create clones of himself! Like we needed more of that guy! And now Madame Web's in danger if we don't find the remaining fragments for that Mysterio creep. This isn't our day at all.**

**BGM End**

* * *

_Issue 10: The Unstoppable Race_

**Manhattan (Amazing Universe)**

Madame Web has been taken hostage by Mysterio and threatens to kill her unless the Spider-Men and their friends give him the remaining pieces of the Tablet of Order and Chaos. The last fragment in the Amazing Universe is located in a New Vale construction site, which is exactly where Team Amazing is heading right now if they want to save Madame Web in time.

"C'mon. Where's that fragment? We don't have a lot of time." Ruby says as she runs through the construction site frantically searching left and right for the fragment.

"Mysterio has a lot of nerve using us as his errand guys." Sonic said while running on top of a tall crane. "But he has Madame Web hostage, so there's not much we can do but find the other fragment, then figure out a way to rescue her. You sensed the next fragment somewhere here, right?" He asked the amazing webslinger.

"That's right." Amazing Spider-Man responds as he swings onto a cement mixer truck. "Somewhere in this giant construction yard is the next fra-." Luckily for him, their fragment is lying on the dirt right next to him, plain as day, "Oh. Well, this is a little too easy." He remarks nonchalantly.

Almost immediately after he said that, the entire construction yard feels like it's shaking as if an earthquake just hit. "Why did you say that?" Sonic stoically quips after calling out Spidey's jinx. Immediately out of nowhere, the truck Spidey was perching on blew up into pieces, scattering him and his friends that were standing around it as they all scream for their life, "WAAAAAHHH!"

"OUTTA MY WAY!" Then they quickly realize it wasn't an earthquake that shook the ground or blew up the truck, but instead got rammed through by the one and only, the unstoppable Juggernaut, and he looks to be in a hurry.

"Juggernaut!" Spidey remarks to his sudden appearance as the heroes landed on a safe place above his gaze, "Yeesh, could things get any worse?" He had to ask, because the second after he said that, his spider-sense warns him of an incoming missile fired from a flying Bullhead.

"You did it again, didn't you?" Ruby stoically remarks of his increasingly terrible luck before the explosion from the missile blew them off the high platform, causing the heroes to scream again for their life, "WAAHHH!"

Juggernaut successfully jumped away from the giant explosion. An explosion caused by his pursuer dressed in a black tank top and shorts that are mostly covered with a black cloak worn over their left arm, all of them having gold trimmings. "Give up, Juggernaut! Cinder Fall's on your tail!" Cinder Fall, the fiery symbiote anti-hero and mercenary for hire, is the one pursuing Juggernaut in a new black outfit. She's the one riding the Bullhead while being in control of the weapons system that almost killed Team Amazing, who she has no idea are in the area.

"GET LOST!" Juggernaut angrily throws a large construction truck to get her off his back, but missed as the Bullhead flew slightly up to avoid his toss.

Cinder mockingly chuckles with a cocky grin, "Not a chance, Marko. Team Toxin can track your every move," She says while looking at her tracking radar that precisely follows Juggernaut's current movements, "And for the bounty that's on your head? We'd follow you to the _ends_ of the Earth." She declared.

"And now she's here. Perfect." Sonic remarks sarcastically, not a fan that Cinder's here to make their own mission even more difficult when the Juggernaut alone was bad enough.

"I think we should let them play through." Spidey quips as the heroes hide behind construction equipment, not wanting to intervene between Cinder and Juggernaut's life-and-death business. "All we care about right now is that fragm-." And just when his bad luck wasn't bad enough already, he quickly notices the fragment had a small meeting with Juggernaut's massive foot, "Oh, come ON! Juggy musta picked it up somehow – and he's probably too stupid to even realize it!"

"We can't let Cinder take him in before we get that fragment!" Ruby said, poking her head back into their cover.

"All right, guys, think. Cinder said something about tracking him…" Spider-Man said, trying to figure out how Cinder is exactly following Juggernaut's movements.

"Over there! On his head!" Sonic quickly finds the noticeable tracking device attached to the back of Juggernaut's helmet.

"Ah!" Spidey quickly fires a webline to yank away the device. "This'll buy us a little alone time with Juggy." He says while flinging the tracking device as far as he could away from the area to trick Cinder to follow, which she accordingly falls for.

"Emerald! Mercury! Juggernaut is moving fast to the east! Don't let him get away!" Cinder contacted her allies as her Bullhead follows Juggernaut's supposed signal when he really hasn't moved from his original position yet.

"Great! Now it's just him and us!" Spider-Man confidently said as the self-assured heroes confront Juggernaut from a batch of crates.

"YOU!" Juggernaut snarls as his brutal glares gazes upon them looking deadly ready to crush them into dust.

"Great…now it's just him and us!" Spider-Man remarks, now sounding the exact opposite as he was before as the heroes instantly lose their confidence when they remember they're going up against an invulnerable supervillain that can defeat even the strongest of powerhouses like Hulk and Thor.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Juggernaut - Don't You Know Who I Am!?**

"Once I get started, nothing can stop me!" Juggernaut proclaims as he charges forward like an unstoppable freight train that destroys everything in his path, but lucky for the heroes they managed to jump over his head to safety before he could rip them apart.

"Ooohh, so THAT'S why they call you the Juggernaut. I totally get it now." Spider-Man quips as he launches his Ivory Lightning Web onto his chest to stun him, but unfortunately it barely tickled thanks to his insane durability, "Oh no…" He remarks scarily.

"Face me like the little man you are!" Juggernaut hauls on the electric webbing to deliver Spider-Man into a brutal right hook that cratered him to a wall that almost caused the whole structure to collapse on him.

"Make way for PAAAAIN!" Juggernaut yells while charging nonstop towards Ruby and destroying everything in his path before the little huntress escaped his sights using her Semblance.

"Does NOTHING stop this guy?!" Ruby asked as she shoots him Laser, Rocket, Burst, and Bomb color attacks from her Crescent Wispon gun that really only accomplished pissing him off, to the point of him throwing large cement mixers and other construction equipment that forces the startled little huntress to retreat for safety.

"He's the 'unstoppable' Juggernaut, remember? Even Hulk and Thor have trouble putting this guy down, and they're the strongest we know!" Sonic remarks while delivering a strong axe kick to his helmet, which barely tickled him as he deflects his kick and brutally smack the hedgehog skipping on the ground, causing him to groan in pain. "Gaaah! If there's one thing I learned from the last FIVE times this guy almost crushed me is that, like me, he doesn't know when to stop." He boosts towards Juggernaut, as the unstoppable man does the same and charges full speed at the tiny hedgehog, "But unlike me…" Sonic suddenly stops to use his "Speed Phasing" ability to vibrate his body so fast he phases through Juggy's charge, causing the surprised muscleman to trip on himself and fall down, "I know when to stop!" Sonic smirked.

"How'd you turn invisible like that? Doesn't matter! I'm gonna mop the floor with you!" Juggernaut lunges at the hedgehog with a downward fist slam into the ground, almost knocking the hero back with a powerful shockwave if he didn't avoid it.

"Now's our chance after he smashed the ground!" Spidey notices that Juggernaut left himself wide open for a moment after that last attack, giving the heroes the chance to attack him up close with everything they got. The amazing trio unleash a marvelous assault on the villain, but even when attacking him with their full strength it's not enough to put him down.

"Darn! Are we even putting a dent on this guy?!" Sonic scowls, annoyed that their strongest attacks are barely breaking through his invulnerable power.

"WEAKLINGS! GO AWAY!" Juggernaut swings a smashing left hook that knocked all three of them to the ground.

"That's some mutant invulnerability." Ruby scowled with annoyance of his insane durability.

"That's actually a common misconception. Juggernaut actually isn't a mutant. Just a normal guy who became dangerously strong because of some magic gemstone he found in a cave." Spider-Man stated, saying the Crimson Gem of Cyttorak is the source of Juggernaut's unbelievable strength.

"Really? I thought he was a mutant because he's Charles Xavier's brother." Ruby responded while continuing to dodge Juggernaut's rampage.

"Nope. Just a human bulldozer." Spidey quipped.

"Learn something new every day." Sonic remarks while jumping away from large objects thrown at him.

"RAMMING SPEEEED!" Juggernaut comes towards Spidey with rampaging shoulder-tackle that the webhead only had seconds to roll away before he could've been smashes into pieces.

"You want speed? We'll give you speed! Sonic, Ruby, High Speed Blitz!" Spidey shouts at them to perform their team-up attack.

Sonic goes into Spin Dash formation and charges up his Light Speed Attack while Ruby gets ready to burst into speedy petals using her Semblance. Once Sonic's finished charging up and surrounded in a light blue aura, the two speedsters blitz and attacks Juggernaut from all angles at blurry speeds that slowly causes him to lose his balance. "Stop! I can't see!" Juggernaut angrily complained.

While they're keeping him distracted, Spider-Man rushes to the fight while using the Blue Wisp power in his Web Wispon to form one, large Cube Web Hammer, "Hey batta batta batta! Hey batta batta batta! SWING!" Spider-Man delivers a powerful hammer swing onto Juggernaut's distracted sides, actually delivering some form of pain onto the big guy as he's sent skidding to his side, almost tripped up and a little dizzy from the speedsters' blitz rush.

**BGM End**

Spider-Man slowly walks behind the seemingly weakened Juggernaut while cracking his fists for the final attack, "OK, laughing boy! Now hold still while I deliver the coup-de-grace!"

Before Spider-Man could finish him off, Juggernaut surprises him as he immediately turns around and grabs his whole body, "I hate French food!" He stated.

Spidey speaks while struggling to break free from his unbreakable grasp, "No, coup-de-grace, it means, like-."

"IT MEANS YOU'RE OUTTA HERE!" Juggernaut harshly throws the webhead through several buildings and windows and some other stuff across the construction site, until the hero found himself crashing somewhere else far away from his original position.

"Well…I guess that's one interpretation." Spider-Man weakly quips as it feels like he broke several ribs and his back from that nasty fall. Before he thinks about getting up, he quickly notices Sonic and Ruby are not with him yet, "Wait…where's-?"

"WHOOOOOOOOOOOA!" And right on que, it would seem the speedsters were next to bat as Juggernaut threw them in the exact same arch like Spidey before. Sonic screams before his face comically plants onto the ground next to the lying arachnid, and Ruby is quickly seen crashing onto the webhead's gut, much to his already lingering pain.

"Found them…" Spider-Man mumbled through the pain.

Down but not out, the heroes found the strength within to stand up after surviving Juggernaut's unstoppable assault, only to be quickly met with more obstacles flying above them. Two Bullheads are flying above their location as one of them so happens to have Cinder Fall on board, much to their dismay as they have enough on their plate as it is.

"Spider-Man, what a pleasant surprise to see you guys again! There's a nice little yacht I've had my eye on, and the bounty on your heads should just about cover the cost!" Cinder said with a smug look on her face.

"I see where this is going. Us vs. your gang of misfits, am I right?" Spider-Man quipped.

Cinder presses the headset communicator to talk to her fellow teammates, "Attention all units! You have new secondary targets – Spider-Man and his friends, Sonic the Hedgehog and Ruby Rose!"

"This is working out exactly the opposite of perfectly." Spidey joked.

**BGM-Spider-Man: Shattered Dimensions OST-** **Demolition Zone**

Much to their surprise, it isn't Cinder or her fellow teammates that's coming down to have a go at them. This time, Cinder is playing a little differently. Dropping from the sky are a small army of robots that look awfully familiar to them, mostly Sonic, as he has the most experience fighting these certain types of robots throughout his whole career.

"What the?! Badniks?!" Sonic recognized their enemies as Badniks part of Cinder's control, specifically amassed of humanoid robots, the Egg Fighters and Egg Shooters, and the miniature hovering gun turrets, the Aero-Cannons.

"Since when did you added Badniks into your little mercenary group? Don't tell me Eggman hired you to collect the fragment!" Sonic asked while fighting off Cinder's new Badnik army working for her as robot mercenaries.

"Fragment? What are you talking about? I'm here for the bounty on Juggernaut." Cinder answered from the Bullhead, really only in the city on her own accord, clueless about the fragment or the fact it's putting their reality at risk. "If you recall, Eggman put the whole world at war recently and left dozens of his mindless robots lying around across the world without a master to follow. So I took the liberty to have a bunch of them obey my every command and work for me, thanks to some modifications made by the Tinkerer. This is their first mission out in the field, so I'm glad you guys and Juggernaut are here to test them out!" She grinned.

"You're welcome for us destroying your toy collection." Spidey quips as he dodges a punch from an Egg Fighter and counters with a quick punch to the body, swiftly into his spinning kick while charging up a web blast that knocks it down alongside several of its robot brethren.

"C'mon. Can any of you stop these guys?" Cinder looks annoyed to see her robot mercenaries losing to the heroes.

"Cinder, we don't have time for this! We need to get to Juggernaut! He has something that's VERY important!" Ruby talks to her while dodging the rapidfire bullets from an Egg Shooter's mounted custom cannons.

"No hard feelings, Ruby, but I need the Juggernaut for my own reasons. How 'bout we race for it? First one to stops Juggernaut takes all!" Cinder challenges the heroes to a race to see who'll capture Juggernaut first.

"Okay, Cinder. Bring it on! I like challenges!" Sonic accepts her challenge without his friends' consent first. "If you think your little Badnik party will slow us down, think again!" The hedgehog locks his eyes on all the remaining robots in the field and barrages them at once with lightning-fast succession using his Focused Homing Attack.

"Not bad. Seems I need to bring out more men." Cinder remarks, but before she could, her Bullhead's sensors picks up Juggernaut's location, "Juggernaut is coming in fast from the east! Emerald, cover me…We'll finish Spider-Man and his pals later." She says as she commands her robot pilot to fly her to the Juggernaut at once.

"Phew! I thought they'd never leave." Spidey quipped.

"And now we have to deal with Cinder and her robot mercenaries as well as Juggernaut. Thanks, Sonic." Ruby said sarcastically, giving the challenge-loving hedgehog an annoyed glare.

"You know as well as I do Cinder has no problem taking us on when we're in the way of her next paycheck. We just gotta beat her to Juggernaut. He shouldn't be too hard to find." Sonic responds with a confident grin that they'll find Juggernaut before Cinder does.

**BGM End**

"OUTTA MY WAY, RUNTS!" Their little conversation was quickly cut short when they spotted Juggernaut ramming out from a building while tearing through Cinder's reprogrammed Badniks easily.

"**Watch it!" **An Egg Fighter spoke in a monotone robotic voice.

"**It's the Juggernaut!" **Another Egg Fighter said before getting smashed by the unstoppable bulldozer.

"And you!" Juggernaut stops in front of Mercury Black's Bullhead hovering above him. "You're going down – the hard way!" He states as he jumps onto Mercury's airship.

"Hey guys! I could use a little help! Juggernaut's on me! Not joking!" Mercury shouts to his teammates for assistance as he worriedly sees the unstoppable roaring man entering his ship and throwing out his robot henchmen, including the pilot which immediately causes his Bullhead to spiral out of control into another area.

Another Bullhead flies down before the heroes to drop down several Egg Fighters wielding shields commanded by an Egg Fighter wielding a chainsaw-like sword. "So…just us, huh?" Spider-Man joked to the robots.

"**Secondary targets spotted. Get them!" **The sword-wielding Egg Fighter ordered his men.

"Oh, come on. Really?" Spidey quips as the heroes get ready to brawl.

**BGM-Spider-Man: Shattered Dimensions OST-** **Demolition Zone**

"You bots weren't much of a challenge when working with Eggman. Don't see much of an improvement here." Sonic jokes and being cocky while boosting through the robots' defensives easily, blowing away their shields from his burst of wind. Spider-Man strikes a few bots down before quickly blocking one's punch and blasting it away with a shockwave from his shockwave blast using the Green Wisp's web energy. The sword-wielding robot is putting up a somewhat decent fight against Ruby's weapon, but the young huntress quickly disarmed it before swiftly slicing the bot into two as it blows up.

"BAM," Spidey hollers as he kicks down the last shielded robot to the ground, "Now how do we get out of here…?" He asks while the three stand before the giant gate that's blocking their only way to Juggernaut.

"STOP FOLLOWING ME, WALL-CRAWLER!" Thankfully from the other side, the furious Juggernaut opens the gate for them by throwing Mercury's damaged Bullhead to bust it open. Everything seems to suddenly move in slow motion as the heroes show off their amazing acrobatic skills by jumping through the open door hatches to make a quick and stylish landing on the other side, safe and sound.

"Says the guy as he makes an opening. I believe it was Goethe who said: 'He who jealously guards his fears, secretly yearns to bring them about…Either him or Irving Forbush." Spidey quipped, staring at Juggernaut who's standing at the end of the long corridor.

"I have no idea what you're talking about." Ruby remarks confusingly, since she's not one who reads a lot of literature.

"Have some of THIS!" Juggernaut said, continuously throwing stuff at his heroic pursuers running through the corridor.

"Hah!" Sonic easily jumps away from the stuff thrown at him and his friends. "Your aim stinks as much as that silly outfit!" He mocked him.

"RAAAAAGH!" Juggernaut roared as he throws more stuff to kill his enemies.

Suddenly, Mercury is revealed to have survived the crash of his aircraft as he delivers a flying explosive kick to the back of Juggernaut's helmet, which proved incredibly ineffective. "You again?! I'll flatten you this time!" Juggernaut brutally backhand the Team Toxin member and sends him flying several feet before he quickly recovered skidding on the ground.

"You're a toughie. You might be our most difficult job yet, which makes things more fun!" Mercury smiled, liking the challenge Juggernaut brings to him. Juggernaut doesn't care what the kid wants and quickly flees after spotting Cinder's Bullheads approaching his location. "Where ya goin', Juggy? You scared?" Mercury taunted him.

"Mercury, get in another Bullhead and go after the Juggernaut! He might be gone, but we can still get Spider-Man and the others! Pin them down!" Cinder ordered as Mercury rides on another Bullhead to track down Juggernaut while she sends a horde of Badniks to slow down the heroes.

"Boooooo." Spider-Man quipped while dodging around an Egg Shooter's bullet fire.

"Cinder, don't tell me you're afraid of us already?! You know we're gonna win!" A cocky Sonic taunts her while zigzagging bots to their destruction with his Homing Attacks.

"Don't be too certain, hedgehog! CF-2000! Show 'em what I mean!" Cinder calls in a new Badnik to join the fight. This CF-2000 robot that's flying into battle is simply a recolored E-2000 Badnik, a crimson-and-yellow humanoid/avian robot with a powerful flamethrower and a shield.

"It's so cute how you painted your own colors onto this one, Cindy!" Spider-Man jokes as the heat from the CF-2000's flamethrower proves ineffective to his Spider-Armor MK IV's enhanced durability. This gave the webhead a chance to punch its face with little worry, but was still vulnerable to get deflected to the ground from its shield. Sonic suddenly spins around the robot using his Blue Tornado to temporarily disorient it for Ruby, as she jumps in to slash its back.

"Sonic Wind!" Sonic shouted, as he shot a blade of wind that swept through the CF-2000 and the remaining bots like a hot knife through butter.

Cinder grunts from losing more robots to the heroes that are starting to annoy her and decides to retreat for now, "Fall back! We need more reinforcements!" She ordered her Bullheads to flee from them for now until she could find something else to throw at them.

"Awww, we were just getting started!" Spider-Man joked.

"If we're going to win this race against Cinder, we need to find a way inside that building." Ruby said as they approach the next building.

"Say no more, Rosie O'Huntress!" Spidey uses his spider-sense to find a weakness in the building, which happens to be a bunch of debris blocking a possible entrance. With one quick pull from his webbing, the amazing hero clears the debris to gain entry inside the building that has some Badniks occupying the premises.

"**D-Avengers! We have been waiting for you!" **An Egg Fighter Knight said and commands his fellow machines to attack them.

"Sorry we're late! Traffic sucked." Sonic quips, while dashing pass the gunfire to dismantle some of the robots using his spin attacks.

Ruby is ripping through several robots in rapid succession using a speedy combination of her Semblance and Crescent Rose's recoil, only to suddenly stop and quickly backflip away from a slamming wrecking ball wielded by an Egg Hammer, "Oh goody. Cinder also found a Super Badnik to work for her. Couldn't she have sent this to Juggernaut instead of us?" The scarlet huntress joked. She quickly jumps over another slam from its wrecking ball before using that sharp scythe of hers to slash the chain clean through, leaving the giant ball to fall on the ground, "Spidey, have a ball! And try not to make-."

"I swung it like a _wrecking _ball!" Spidey jokingly sang, interrupting the girl with a tasteless reference as he uses his webbing onto the wrecking ball, spinning in place with it for a few seconds before throwing the giant sphere right at the Egg Hammer and smashing it and several other robots through a solid wall, destroying them from his amazing throw.

Ruby sighs, "Never mind." She remarked.

Once the robot mercenaries were destroyed, Spider-Man then decides to pull down a vent with his webbing so they can continue pursuing Juggernaut, quickly finding the avatar of destruction demolishing Cinder's robots in a long and narrow area. "You _ho_. Juggy! There you are!" Sonic calls for his annoyed attention as the heroes chase him.

"Why do you keep following me?!" Juggernaut asks while throwing stuff to keep them off his back.

"Let's just say you have something we need." Spidey remarks while swinging over the large rocks thrown at him.

"Bah! I've wasted enough time with you." Juggernaut states as he escapes into a large sewer pipeline.

"Was it something I said?" Spidey jokes, as they continue chasing the villain into the narrow pipes. Even when one of them speed up and managed to catch up with him, it was only for a brief moment before the unstoppable villain deflects them away like annoying weak flies perching on his back.

**BGM End**

Juggernaut eventually found an exit by making his own, ramming through a wall in the sewers like it was nothing and found himself standing on a building in the construction site boxed in, as another building is blocking his way. And what's even worse, Cinder's Bullhead finally caught up with him as it suddenly hovers before the unstoppable man.

"Hey, Juggernaut! I got something for you…" Cinder has her Egg Pawn command the aircraft's chin-mounted machine gun, firing annoying rapidfire bullets on the invulnerable titan as he roars with sheer rage. "You're boxed in, Marko. There's no way out." She taunted him.

"Then I'll make one!" And to the shock of everyone watching him, Juggernaut furiously leaps through the tall building that was blocking him and actually smashed it into pieces in the process.

'_Ho-lee…' _Emerald remarks what she saw from her Bullhead through Cinder's comms as she too wasn't expecting Juggernaut to bring down an entire building with terrifying ease.

"Oh my…" Sonic remarks with visible shock as well.

"That's…wow." Ruby has little words to describe that frightening feat.

"Jeez. Not often you see a guy pick a fight with a building – and win." Spidey joked, but is still as shocked as the others.

'_Man, did you see that?! He brought down the whole building!' _A shocked Mercury asked his teammates if they saw what Juggernaut did as well.

"Be impressed on your own time! AFTER HIM!" Cinder angrily retorted.

"Sounds like they're going my way. Maybe we can snag a ride." Spidey quickly launches a webline to zip himself to her Bullhead's belly, sticking under the vehicle. Sonic and Ruby hurry to join him by jumping onto the wings of the aircraft without anyone noticing.

Cinder's Bullhead takes off, flying over a large construction yard that has immediately turned into a warzone between Team Toxin's Badniks and the Juggernaut. Juggernaut holds nothing back against his enemies as he smashes, leaps and rams through dozens of robots all while leaving a path of destruction in his wake. Even Super Badniks like the Egg Hammers were nothing but bugs to his limitless strength.

"**Look at him go!" **A monotone Egg Fighter comments on the destruction Juggernaut is bringing to the area and his brethren.

"**And it's only one guy. Can you believe that?" **An Egg Shooter responded, sharing the monotone voice.

"**Dude's a human wrecking ball…" **An Egg Fighter Knight remarks with the same dry, robotic tone.

"Get over it, you bucket of bolts!" Cinder shuts up her talkative minions, as the fiery mercenary is already thinking of removing their voice chip.

"**Yes, Ms. Fall." **The Egg Fighter replied.

"Emerald, what's his location?" Cinder contacted her emerald-colored partner.

'_He's headed west – towards the building under construction.' _Emerald responded, referring to the extremely tall tower not far from where Cinder is flying around.

"That's the Oscorp building. Go! Go!" Cinder hurries her team to chase their bounty to that building.

'_Hey, what's that over there? On the belly and wings of your Bullhead?' _Mercury asks as it seems he has noticed Team Amazing are being uninvited passengers on Cinder's transport from a distance.

"Uh-oh…" Team Amazing said in unison.

'_Yo Cinder, Spidey and his pals are taking a ride on your transport! I can see them from here!' _Mercury informed his boss.

"That's our cue to boogie. Thanks for the ride, guys!" Sonic says as the heroes quickly jump off the aircraft before Cinder could take notice of them. She's annoyed with their constant interference but is still determined to capture Juggernaut first, so she ignores them for him but still has her Badniks to occupy them.

"**Secondary targets acquired! I have visual on the D-Avengers!" **An Egg Shooter spotted them standing on a platform above the Badnik Horde.

"You have a visual on YOUR FACE!" Spidey quipped a bad one, a joke so bad even his speedster friends weren't impressed in the slightest and found it completely terrible. "…Yeah, that sounded better in my head." Spidey shamefully remarks on his bad joke.

"Heh, ya think?" Sonic quips, before taking a good look at the huge mess Juggernaut left behind from his rampage. He caused so much destruction that the path to pursue the musclebound villain was blocked by a large fire leak thanks to the pipes that were destroyed by Juggernaut earlier. "How are we going to get through that mess?" Sonic wondered.

"I see workers down there. Look!" Ruby points to three construction workers hiding in different corners down in the large sandbox full of dangerous robot mercenaries. "Maybe if we help one of those workers, they can help us." She said.

**BGM-Spider-Man: Shattered Dimensions OST-** **Demolition Zone (V2)**

"Alright. See if you two can hold off the robots while I rescue the workers." Spider-Man said, telling him his plan.

"Sounds like a good plan to me." Sonic grinned, agreeing with the webhead's plan.

Sonic and Ruby run down to thin out the Badniks while Spider-Man swings over to rescue one of the workers. "Hey, Spider-Man! Help me out!" The worker calls out to the hero.

"Sure, but I need help closing off those burning pipes!" Spider-Man says as he grabs the worker so he can swing him to safety.

"I can do that. Get me and my pals to those consoles. We're gonna override the consoles to turn off all three pipes at the same time!" The worker informs him.

"Is this like a union thing?" Peter joked.

Meanwhile, Sonic tackles some Egg Fighters head-on with a Boost and Ruby runs along a wall avoiding getting blown into smithereens by several Egg Launchers and their homing missiles. "Help me! Get me out of here!" The second worker calls out to Spidey to rescue him next.

"I'll give you a hand, but I need your help with something." Spidey responds, as he rescues the worker in time before he would've gotten shot by an Aero-Cannon.

"Okay…It isn't dangerous, is it?" The worker nervously asked.

"Ehh, no, not really." Spidey replied.

"Whoops…" Ruby remarks in shock when she and Sonic are forced on the defensive when an Egg Hammer leads a squadron of elite Egg Fighters wielding swords and electrified shields to join the fray.

"Spidey, we're still short one guy!" One of the rescued workers reminded the web-swinging hero.

"I know. My skill set includes simple math." Spidey quipped.

"YOU'RE TOO SLOW!" Sonic taunts, getting the elite reinforcements to focus on him while Ruby tears them apart with various Wisp powers from her Crescent Wispon.

"Spider-Man. Am I glad to see you." The last worker said to the wallcrawler as he swings him out of the hole he was trapped in.

"I need your help with something, okay?" Amazing Spidey told him.

"Yeah, sure, sure. Whatever you need. Hey, do I get to spin some webs?" The worker excitedly asked.

"No."

"Okay. Whatever you need, you just name it." The worker replied.

"Yo, Spidey, almost done? Could use a little help with hammerhead over here." Sonic asks while he and Ruby are having a little hard time destroying the Egg Hammer.

"That doesn't look like Hammerhead." Spidey quips after successfully rescuing the workers as they do their thing to close off the fire leak.

"Okay! We're good to go now!" A worker tells him as the three workers work their magic on the consoles to shut off the fire blocking the heroes' path.

"Finally. I should be glad there weren't eight warming pipes." Spidey jokes as he rushes to assist his friends against the Egg Hammer. The webslinger lands behind the Super Badnik and attaches several weblines and pulls using his amazing strength to prevent it from slamming its large weapon. Ruby fires a shot to blind the giant robot long enough for Sonic to pierce through it with a Burning Spin Dash, destroying the Super Badnik.

"The fire's out! We can keep moving!" Spidey informs his friends that the path is open to Juggernaut.

"Alright! Let's go win this unstoppable race!" Sonic smiled.

"Yeah!" Ruby grinned.

With the fire gone, Team Amazing heads for the still-in-construction Oscorp Tower where Juggernaut, and Team Toxin, was last spotted in the vicinity. _'Juggernaut has been spotted at the Oscorp Building!' _Emerald informed her teammates through their comms.

"All Badniks, engaged!" Cinder ordered her robots to assault Juggernaut with everything they got. "Looks like we're winning this race, wallcrawler! If you're smart, you and your friends should crawl the way home." She grinningly taunts her rivals.

"Oh yeah? Well we're NOT smart! In fact, we'll show you JUST how STUPID we are!" Spidey quipped another bad one.

"Really?" Ruby responds with an unimpressed look from his bad joke.

"That also sounded better in my head." Spider-Man shamefully admitted.

**BGM End**

Eventually the heroes made it to the front of the Oscorp Building and found Juggernaut trying to run away. "Gotta reach Juggernaut before Cinder's thugs blast him – and the fragment – to pieces!" Spider-Man remarks while noticing Team Toxin's Bullheads approaching the supervillain.

"Move in on him!" Cinder ordered her partners and Badniks to get closer to the big guy, who seems to be planning something unexpected.

"What's he doing?!" Emerald wondered.

"RRROAGH!" Juggernaut roars, as he makes scary jumps on each Bullhead in terrifying succession to try and drag them into a force crash that'll end very painfully for Team Toxin.

"Shake him! Shake him off!" Cinder ordered her teammates to shake him off their respective transports.

"I can't! He's dragging me down!" Emerald yelled as it's her turn for her ship to get dragged by Juggernaut.

"Emerald, look out!" Mercury shouts as Juggernaut violently throws Emerald's Bullhead away in a path that would almost surely get her killed.

"NO!" Team Amazing shouts, but thank the heavens she survived as Emerald quickly regain control of her transport and stopped it from meeting an untimely crash.

"She's okay." Ruby smiled in relief that Emerald is still okay.

"Juggernaut, you…" Sonic looks at Juggernaut standing on a ledge of the Oscorp Building with a mean anger glare almost killing Team Toxin. Even though they are merciless mercenaries tried to get them killed today, Cinder and her squad are still arch-rivals that don't deserve death.

"That's it. We're ending this…NOW!" Spider-Man declared, pissed off and determined to defeat Juggernaut this time.

**BGM-Spider-Man: Shattered Dimensions OST-** **Demolition Zone (V2)**

Juggernaut is being attacked from all sides by Team Toxin and their army of flying Badniks firing everything they got to stop him. The muscleman has nowhere to go but up, making mighty leaps from ledges to scaffoldings around the building to escape his pursuers once and for all.

"Hey, can I have your autograph?" Spidey jokes, getting the Juggernaut to see the heroes scaling up the walls, still in a hot pursuit of him as well.

"Again with you!? You're not gonna catch me!" Juggernaut tosses down several debris to slow them down for a bit while he continues escaping them.

"After that last stunt you pulled, we're more determined than ever to catch you!" Sonic responds while jumping over the thrown objects to continue running along the wall chasing him.

"Wait, what about my autograph?" Spidey continues annoying the unstoppable man, hoping that will get him to slow down even for a bit.

"Stick it in your web!" Juggernaut retorts, making one big leap across to another scaffolding.

"Can't get away from us!" Ruby remarks, using her Semblance to jump over a large gap.

"Better put some hustle in my bustle! That's why I carry a bustle around, to put hustle in." Spidey joked.

"Where? In your nonexistent pockets?" Sonic quips while avoiding the annoying missile fire from the Badniks.

"Hey Cinder! The more you chase me, the more I start to think you're sweet on me!" Juggernaut grins, as he starts messing with Cinder while escaping from her wrath.

"Oh, don't flatter yourself." The stoic Cinder responds with a cold stare.

"You know what, Cinder, you're kinda hot. FOR A MANLY CHICK!" Juggernaut mocked, which really only gave her another reason to knock his invulnerable butt into next year.

"Somebody has a death wish." Emerald remarked.

"He's in for it now!" Mercury quipped, starting to feel sorry for the devastating whooping he's about to receive in a few.

"All Badniks, open fire on my mark!" The now irritated Cinder has her robots unleash more hell on the annoying supervillain.

"Nah, I'm just kidding. You're not that hot." Juggernaut grins cockily until he received devastating fireballs to the back from Cinder herself, attacking from her Bullhead. "Why won't you just GO AWAY?!" He shouts, now furious with her.

"Why won't you just _give up_?" Cinder smirked.

"I'm gonna make you wish you were never born!" Juggernaut promised her a brutal death if he gets his hands on her.

"Aw, now Juggernaut, is that any way to talk to a _lady_?" Cinder quipped, having her robots launch more powerful attacks while the Juggernaut continues evading them.

"You want to fight me?! COME UP HERE AND FACE ME ONE-ON-ONE!" Juggernaut challenged the symbiote warrior to a showdown.

"No thanks, ugly, I'm fine from where I am." Cinder snarkly remarks to make it easier to shoot the increasingly annoyed villain from the comfort of her Bullhead.

"Sheesh! Express your feelings for each other already!" Spider-Man chimes into their amusing back-and-forth with a little joke of his own, to remind everyone Team Amazing are still the third party in this little warzone around the Oscorp building.

"You just don't shut up, do you?" Juggernaut snarled at the spider as he's still pursuing him near the top of the building.

"Anybody want a peanut?" Peter jested just to prove Juggy's annoyed point.

"Stay outta my business." Cinder unleashes a powerful fireball at the webhead to slow him down, but the blast was quickly countered with a fire shot from Ruby's gun.

"Sorry, Cinder, but we're on world-saving business. Juggernaut's ours!" Ruby glared.

"We're winning this race!" Sonic reflects one of the Badnik's missiles at Cinder's Bullhead with a flying kick, pushing her transport back a bit while leaving the fiery anti-hero annoyed.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Juggernaut - Don't You Know Who I Am!?**

Spider-Man was the first to arrive on the rooftop of the Oscorp building shortly before his friends to find Juggernaut, who he can sense is somewhere near him. "C'mere, runt," Juggernaut quickly makes his presence known to the webslinger as he makes a furious charge for him, "Time to scrape you off my shoe once and for all!" The bruiser punches him high into the air, but the webhead quickly fired his webbing to zip himself onto his chest.

"Let's get a good look at that gorgeous mug!" Spider-Man punches him in the face a few times to leave him a little stunned, long enough for the hero to latch onto his back and throw away his helmet to reveal his red hair and full face.

"NOOO!" Juggernaut screams, feeling a little vulnerable without his helmet.

"Don't be so bashful. With a little makeup, you could be really quite advertising." Spider-Man remarks while uppercutting onto his vulnerable face.

"Is this a private fight or can we join?" Sonic jokes as he flies in with a Homing Attack to Juggernaut's face, right before Ruby shows up with a midair kick right there as well.

"Time to end you!" Juggernaut was going to throw a brutal punch to the young huntress, if she didn't swiftly burst into petals away from his wrath before the villain received a high-kicking attack to the jaw from Sonic. Spider-Man then grabs and puts him down to pummel his face with a powerful punch, a brutal knee that knocks him back up for a few swift kicks that knocks him lying down seemingly defeated.

**BGM End**

Even after that onslaught of attacks directed to his face, Juggernaut doesn't know when to quit. He quickly gets back onto his two feet as if their attacks did little more but piss him off. "That's not gonna save you." He retorted, as he charges at full speed at the retreating heroes, "I'm the Juggernaut, remember? Once I start moving – nothing can stop me!" He proclaimed.

Too bad for Juggernaut, for all his strength, he lacks the brain to see he's being lead to a trap by the heroes as they all jump on the near top of a tall vertical crane. "That's what we're counting on!" Spider-Man responded.

"What if you start moving DOWN?" Ruby asked him.

"TIMBERRRRR!" Sonic hollers as their combined weight, mostly from Juggernaut, causes the crane to collapse and causes all of them to fall high from the air downwards to the building.

"This is gonna be a bumpy ride!" Spider-Man remarks nervously to what they're going to do next, and that is them stomping on Juggernaut as they crash down through the dozens of floors of the Oscorp building.

"OOF! OOF! OW! UNGH!" Juggernaut grunts from taking the full painful blunt of each floor first while the heroes use him as footing.

From Team Toxin's point of view in the safety of their Bullheads, they receive a first class view of the destruction of the Oscorp building as everything collapses like a broken down Lego set that took months to build.

"Holy…!" Emerald was stunned just as much as Mercury is after watching the heroes purposely crashed through a giant construction tower just to defeat the Juggernaut.

"Land the Bullheads NOW- we're going in!" Cinder ordered her robot pilot to land them near the destruction of the Oscorp building. She looks down at the wreckage caused by Spider-Man and his friends as she didn't think they were so desperate to use a building just to defeat one man. "It'll be a _miracle_ if any of them survived that." She said stoically.

* * *

**Inside the destroyed Oscorp building**

The amazing heroes miraculously survived the destruction they have wrought, wounded and bleeding from the head yet still very much alive deep below in a wrecked parking lot. "Ta-daaaaa…" Spidey weakly groaned while lying on the ground as his body throbs in aching pain.

"We're…never…doing that…again." Ruby panted heavily as she has some trouble standing up with her wobbly legs, shaken from the nasty fall.

"Don't be too sure…" Sonic moans, clenching onto his pained head as everyone pushes themselves to stand up through the pain.

More pained moans was heard from within a pile of debris nearby, seemingly from the Juggernaut slipping in and out of consciousness. "Looks like dropping a building on him did the trick." Sonic remarked.

Spidey agrees as they slowly approach the seemingly defeated unstoppable villain, "This might be our only chance – gotta get our hands on that fragment before he finds it-."

"Hey…what's this glowy thing?" Unfortunately, it sounded like Juggernaut finally discovered the fragment he accidently stolen earlier as it starts enhancing his power immensely.

"Too late. He found it." Ruby responded with a frightened look shared with the others.

"Aw, crumbs…" Peter muttered.

A dangerous yellow aura emanates from the rubble that buried Juggernaut, as he slowly rises from beneath with a new mystical aura that has also turned his eyes pure yellow filled with incredible power, "I'M EVEN MORE POWERFUL THAN BEFORE!" He yells with such destructive force that it was enough to scatter the rubble that buried him.

"Are you also nicer?" Spidey joked.

"RRRAAAAAAAGH!" Juggernaut roars, unleashing a powerful shockwave that almost blows back the heroes.

"No, guess not." Spidey quipped casually.

**BGM-Spider-Man: Shattered Dimensions OST- VS Juggernaut - Don't You Know Who I Am!? (Fragment Mix)**

"THIS IS MORE LIKE IT!" The fragment-enhanced Juggernaut is instantly loving his new strength, as one stomp to the ground was enough to creates a localized earthquake that stuns the heroes to get swiftly blown back from a ferocious shockwave clapped by his hands.

"Perfect! We couldn't stop him before, and here he is MORE unstoppable!" Spider-Man remarks, dodging over the numerous rifts through the ground that's shaking the ground even more.

Ruby switches to Violet Void Mode on her Crescent Wispon to launch a black hole big enough to trap Juggernaut in long enough to devise a proper strategy, but the trap didn't even last a second as all it took was one loud shout that allowed himself to break free and fire off more destructive shockwaves to knock back the huntress.

"You're getting on my nerves, Juggy! Stand down already!" Sonic barrages the big lug with numerous Homing Attacks at a rapid pace that soon pins him down.

"NEVER!" Juggernaut deflects the hedgehog off his back with one powerful backhand. A little winded, Sonic quickly returns to the fight with a fully-charged Spin Dash that surprisingly inflicted good damage to him, "OW! That actually hurt!"

"It did? How? Thought you were invulnerable." Sonic was surprised himself as he didn't think his attack would've done that much damage considering an amped-up Juggernaut would've made him completely invulnerable to every type of damage imaginable.

"Wait a second. Could it be the fragment's power is at odds with his Crimson Gem of Cyttorak?" Spider-Man guessed correctly to their shining ray of hope in this battle.

"So with great power comes great vulnerability?" A confused Ruby remarks as it would seem possessing two, highly uneven mystical artifacts together are somehow leaving Juggernaut more vulnerable to damage and injury.

"Hey, if that's the case, I'll take it." Sonic grins, quickly jumping over another shockwave from the now stoppable villain to barrage him with several Homing Attacks in rapid succession before the hedgehog lands a powerful stomp on his face, creating a shockwave of his own that pushes him back slightly, "Ah YEAH, baby! Not so unstoppable now, are you?! Let's keep up the pressure!"

"You can't stop me! I'M STILL THE JUGGERNAUT!" Juggernaut roared, punching the hedgehog outta another annoying spin attack.

"The _stoppable _Juggernaut!" Spidey quips as he stomps him down from the back and webs his body to get spin and thrown by his amazing strength through a parked car and a large pile of debris.

"RRAAAAAGH!" Almost immediately, Juggernaut roared himself out of the rubble in time to get bombarded by Ruby firing a relentless barrage of energy rockets using the Orange Wisp's power, keeping the big guy in bay to receive twin lightning-fast attacks from both his sides, which are from Sonic's Light Speed Attack and Spider-Man's Maximum Spider. Juggernaut channels his newfound power into a ferocious roar, unleashing a powerful shockwave that was enough to halt all the heroes' incredible assault.

"This is bad!" Spidey quips, seconds before he and Sonic's faces were grabbed by an evil-grinning Juggernaut's hands, as he uses them to brutally slam into their own craters as they scream in pain. Juggernaut violently kicks Sonic onto another crater in the wall while he grabs Spidey by the legs and repeatedly slams him on the ground like a certain gamma smasher did to a trickster god one time, all while Spidey screams in pain.

"LEAVE HIM ALONE!" Ruby had enough watching her friends get tortured by this guy and decides to use her enhanced Silver Eyes to weaken the fragment-powered Juggernaut, stunning him with a blinding light that forces him to drop the webhead.

"I can't see!" Juggernaut reacted in pain while rubbing his eyes from the silver flash.

"Lucky you!" Spider-Man kicks him from his back handspring that swiftly transitions into his Crawler Assault, barraging the villain with berserker of punches before sending him away with a flying kick.

Nearby, Sonic takes out a Red Star Ring to harness its crimson energy, surrounding his body in a powerful crimson aura, "Game over for you! It's time to finish this!" Sonic declares as he enters his "Super Spin Mode" with a greatly amplified Spin Attack that turns him into a nearly unstoppable and light speed projectile charging straight for Juggernaut.

"Give it your best shot, little runt!" Juggernaut roars, as he quickly puts his hands forward to grab his amplified Spin Attack, which slowly starts to scratch his hands from the intensity of his spin.

"Watch what you're looking at!" Spidey's voice instantly distracts Juggernaut long enough for the webhead to leap in with a swift axe kick on his head, distracting him further to make him lose his grip and receive the full destructive force of Sonic's Spin Attack that finally finishes off the unstoppable avatar of destruction once and for all.

**BGM End**

"Would you look at that? Something CAN stop the Juggernaut." Sonic grinned after they have successfully defeated the unstoppable Juggernaut.

"All we needed to do was sacrifice our ribs." Spidey joked, grabbing the fragment that emerged from Juggernaut's unconscious body. "There. This should be the final fragment in this dimension. Hope the others found the rest, then we can devise a plan to save Madame Web." He said, determined to save his psychic mentor from the clutches of Mysterio.

"There's still much to do! Let's get out of here and leave Juggernaut for Cinder. She could use the money after losing so many Badniks for one bounty." Ruby joked with a smile, which got a little chuckle from her friends before they leave Juggernaut to get taken away by Team Toxin when they eventually arrive.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: Some of you might be wondering why Cinder Fall (wearing her Volume 7 outfit) is in this chapter when in the original game it was Silver Sable that was hunting down Juggernaut. Simple answer is consistency. After **_**Ends of the Earth**_**, Sable and Spidey have developed a good friendship since they literally went through war together to the point that if Sable WERE in this chapter, she would quickly understand why Spider-Man is after Juggernaut if she asked him and wouldn't mind assisting him getting the fragment. Cinder and her team aren't that nice. They're anti-heroes/arch-rivals to Spider-Man's group that likes to be competitive with them once in a while. And I might as well changes things up a bit for this one.**

**superjoeyf721: I am aware of Ultimate Deadpool's character in the comics, as I'm sure the developers were when developing Spider-Man: Shattered Dimensions and decided to change his character for the game because no one likes Ultimate Deadpool compared to his 616 counterpart.**

**XenoSlayer983: It was explained in the character bios of Spider-Man: Shattered Dimensions, and in this story, that, and I quote, "Ever since returning from his apparent death while facing Spider-Man and the X-Men, even his very sanity is in question {he thinks he's in a video game!}. The fragment had NOTHING to do with Ultimate Deadpool becoming as crazy as his 616 counterpart. His near-death experience is what made him crazy and it might stick for a long time. And to answer your question: I don't know how 616 Deadpool thinks (does anybody?), though I did read he killed his Ultimate counterpart in one comic.**

**Dungeon Wyrm: I'm writing Miguel to be a little more serious than in the original game, especially since he kinda lost the love of his life recently. And Weiss wouldn't really talk to him like that since they share a close bond.**

**Next time: Goblin's Circus of Fear!**

**Question of the Chapter: Do you like Team Toxin being anti-heroes and fierce arch-rivals to Spider-Man and friends something similar to the Babylon Rogues from Sonic Riders?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	12. Issue 11: The Goblin Carnival

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Spider-Man Prime: Showtime! Here comes the Amazing Spider-Man! If we want to rescue Madame Web, we need to find the remaining fragments. The final fragment in my dimension was accidently stolen by the Juggernaut, who was on the run from Cinder and her squad to collect his bounty. We just wanted the fragment, but they and Juggy kept making things difficult, but in the end we still got it. Just had to sacrifice an Oscorp building. Hope Harry won't be too mad at me.**

**BGM End**

* * *

_Issue 11: The Goblin Carnival_

**New York City (Noir Universe)**

"A carnival?" Blake questioned as they've arrived at their next objective.

Team Noir stands in the darkness before a large gate that leads into an abandoned carnival, which has been converted into The Goblin's criminal base of operations. With Hammerhead and Vulture defeated, their boss, Norman Osborn, Spider-Man's worst enemy and the bane of his existence, is the only criminal left that stands between them and recovering the last fragment in this dimension.

"That's right." The Spider-Man answered his cat friend's question. "The old Carnival. Osborn's camped out here, somewhere in this rotted alley of nightmares. But I'll find him – him and the fragments he's collected," said the noir Spider, looking forward to defeat the Goblin and save the city from his corruption.

"Remember, you're not alone in this anymore. If this Goblin is anything like ours, we need to watch our backs." Shadow advised, also reminding him that the three of them are together in this mission to defeat Goblin.

"What's your Goblin like again?" Noir Spidey asked his teammates.

Blake instantly scowls with anger, recalling just how psychotic the Green Goblin from her dimension is like, "He's rotten to the core and cares for nobody but himself. A madman that takes pleasure off of other people's pain and misery. More than once he tried to hurt my friends and family all for a sick laugh in the end."

"Sounds like a charming fellow." Spidey dryly quipped.

"And with this Goblin in possession of a fragment, I already know he'll plunge everything into his darkness if we don't do something about it." Blake said with a cold stare at the creepy dark carnival hideout through the gate, wondering what Osborn is planning to use the fragment for.

* * *

**Inside the Carnival Fun House**

It's dark and spooky in a dimly-lit house of mirrors with nothing but one or two lightbulbs to barely brighten the little fun house. A nervous thug walks inside the house of mirrors to talk to the big man of crime himself, Norman Osborn. The thug doesn't directly talk to the crimelord face-to-face. The scared little mook is surrounded by the mirrors that all share his shadowy boss's cold and intimidating figure.

"He's after those rocks we've been bringing you. First he and his new friends got Vulture and Hammerhead, and now they're headed here!" The thug informed his boss of the recent events that has put a major cramp in the criminal underworld. Regardless of what he has heard, Osborn remains silent as his lackey continues babbling, "I'm tellin' ya, Mr. Osborn, The Spider-Man is comin'!" The thug told him with urgency that requires immediate action.

"Do you take me for a fool?" Osborn asked with an intimidating tone that scares his lackey.

"W-what?" The lackey responded, sounding a little nervous.

"I want them to come. Let the spider and his pals fall into my web!" Osborn clenches his hand on the fragment that was found by his henchmen earlier. "The other fragments made Hammerhead and Vulture more powerful – let's see what this one does for me!" The lightbulbs in the room start flickering ominously as if they are reacting to the terrifying power growing within Osborn. His loud screams can be heard transforming from the darkness. His body can barely be seen transforming from the mirrors beside the thug. Transforming into something large. Something deadly. Something monstrous with power so great the lightbulbs shatter, as only the silhouette of the monster Osborn has transformed into can be seen standing like a freak in the darkness.

* * *

**Outside the Carnival Hideout**

Back with Team Noir, Shadow sensed something eerie has affected the atmosphere that surrounds the carnival with a good guess who caused it, "The air. I suddenly felt a change in the wind. It would seem Goblin is finally making his move." He said.

"This is it. We have to stop him and free this city from his corruption." Blake remarked, ready to invade the carnival and defeat Osborn.

"I've waited a long time for this, Osborn. Tonight, your criminal empire ends." Spider-Man Noir declared, determined to do whatever it takes to finally defeat The Goblin and put an end to his dark reign over his life and the city he protects.

**BGM-Spider-Man: Shattered Dimensions OST-** **Circus of Fear**

The team takes it slow while approaching the gate to the carnival, keeping their guard up as they walk into the unknown. Fireworks blast into the sky, lighting up the hideout with the brightness that exploded in the area. _'Welcome, Spider-Man.' _Goblin's voice can be heard from the PA system installed so he could speak with his arch-nemesis, knowing he has arrived at his fun house with his new friends.

"Goblin…" Blake mutters with a scowl, instantly deducing that's the voice of Goblin Noir.

'_Look around! Do you and your new friends know where you are?' _asks Goblin.

"A demilitarized zone?" Spidey quipped.

'_The carnival where I once starred in the freak show. Many years ago. The perfect place to begin my revenge.' _Goblin babbled.

"Great idea." Spidey remarks, uninterested in his origin story as the trio jump over the gate.

The trio jumped over the gate as Spidey and Blake perch themselves on some rope hanging all around the carnival, while Shadow hovers beside them with his air shoes, as they continue listening to Goblin's ramble, _'But when I came back, I had to relocate the current employees to more temporary lodgings. And I do mean temporary…' _Osborn intentionally tips them off to the hostages he has locked up in cages in the carnival guarded by his henchmen, _'I have this unfortunate tendency to kill things when I'm bored. Heh heh. You'll see.' _He said.

"Wrong, Goblin." Spidey quietly retorted. "Cause we're gonna find them, and we're gonna save them. Then we're gonna find you and put you down like the wild dog you are. And last but not least, we're gonna bring back the fragment…starting NOW!" He declared.

After that small declaration, Team Noir split off across the carnival to rescue the hostages the same way they've been doing it all night by being silent but deadly. Blake quickly leaps around looking for one of the hostages Goblin's men had captured with the use of her night vision to make her search so much easier in the dark. Quickly, she seems to have found a hostage to her left and heads there immediately to save them from the guards. But before she could get near, her cat ears hear another firework about to explode in the sky.

"Huh?" Blake quickly realizes the light from those fireworks will give out her location if she doesn't hide immediately. So she does just that, hiding behind a circus tent just in time until the light from the fireworks dissipates and the area is covered in darkness again.

"What was that? I thought I saw somethin' over there." A thug said, as he was sure he spotted Blake when the fireworks went off.

"Probably just your imagination." Another thug responded.

'_That was a little close. The fireworks almost gave me away.' _Blake said in her thoughts, before noticing more fireworks going off and lighting up the entire area, temporarily removing the shadows from play, _'They seem to go off once every minute. Goblin knows we attack from the shadows and is trying to take that away from us. Clever bastard, but I shouldn't be surprised. This is Norman Osborn we're talking about. Unfortunately for this Osborn, he doesn't know the shadows are MINE to control.' _She said. Though another firework show goes off removing her shadowy escape routes, Blake is not worried in the slightest. From her corner, she quickly projects forward her own shadows using her Semblance to quickly and silently dispatch her enemies at a distance, removing the guards from play as she goes in to rescue the hostage.

"Hold on, sir, I'll get you out." Blake said to the scared man imprisoned inside a cage. She enhances her Gambol Shroud with her Aura and then silently cleave the metal bars with a single swing, giving her an opening to rescue the hostage.

"Thank you." The rescued man kindly said to his savior.

"Let's get you out of here." Blake told him, carefully helping the civilian through the carnival until she could take him to the bridge at the entrance for safety.

More fireworks keep going off in the sky to make it harder for the heroes to rescue hostages when they're exposed to the light. That won't stop them. They've come too far to let a little lightshow stop them from finding Goblin and putting an end to his criminal activities. Spider-Man makes sure to move above the ground where it's least likely to get spotted, silently taking out the guards patrolling the towers before moving down to take out more and rescue the other hostages. Shadow has an easier time thanks to his power to warp time and space, knocking out his enemies while teleporting before they could've noticed the hedgehog coming, and then uses Chaos Control to transport his rescued civilians outside the carnival where it's safe.

"Spider-Man, I don't know how to thank you. Could I buy you and your friends an egg sandwich?" One of the woman asked the heroes after they saved her.

"Uh, no thank you. Just get out of here." Spidey responded.

"Okay." The woman listens, running as far away from the evil carnival as she could.

"Would've accepted if she offered a tuna sandwich." Blake said jokingly.

"Go ask Goblin if he has something fishy. More than likely it'll give you a stomachache." Spidey quipped.

'_ABANDON ALL HOPE, YE WHO ENER HERE…' _Suddenly, the team turned around when they heard Goblin's voice speaking from a door that has a creepy clown face at the other end of the area, _'ABANDON ALL HOPE, YE WHO ENER HERE…' _It repeated as most of the lights in the carnival go out, almost turning it into a carnival of darkness.

"Cheery." Peter joked with a stoic face.

"So I guess we…follow the direction where that creepy voice came from in the darkness." Blake said, a little awkwardly.

"It's most likely a trap." Shadow said, stating the obvious.

"Yeah, but I don't care." Spidey Noir responded.

"At least we're all in agreement." Shadow remarks, as he also didn't care in the slightest they'll run into a trap.

**BGM End**

So then, the heroes made their way through the area by following the sound of the Goblin's voice, eventually approaching the clown face door where it's originating from. It keeps repeating the same line over and over again trying to scare them away, _'ABANDON ALL HOPE, YE WHO ENTER HERE…'_

Spidey Noir quips, "You make it sound so invit-."

And like the terrifying monster he is, the Goblin himself smashes through the clown door's teeth without warning in his new monster form, _**"HA!" **_he shouts as he quickly struck the heroes down to the ground with a single strike from his new claws before they could've reacted at all.

"Wh-What in the…?" Blake is on the ground in shocking awe while facing this world's Goblin, a grotesque, abominable and monstrous version of himself that closely resembles the Green Goblin from her dimension, who also looks like a demonic goblin.

"So this is what the Goblin looks like using the fragment." Shadow grunted with a scowl, glaring at the transformed crimelord.

"_**That's right. BEHOLD! The Goblin in all his glory! Stronger! More powerful-." **_Goblin responds while giving them the glory of looking at his new, all-powerful form.

"And that hair! It's scarier than ever!" Spider-Man mocked, which didn't get a laugh from his nemesis. Instead, it earns him getting angrily grabbed by the leg, and while he does try using his webbing to break free from his grasp, this transformed Goblin is much stronger than him as he quickly slammed him lying on the ground in pain.

"_**I'll give you something to be scared of!" **_Goblin Noir said to his nemesis with an intimidating tone.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Goblin - Freak Show**

The mutated Goblin tries to stomp his nemesis into a crater, but the webhead just barely moved away from his attack to web his legs down to kneel so he can go in and pummel his grotesque face with a dozen punches. But surprisingly, none of his attacks seem to faze the monster one bit, as Goblin quickly grabs his neck, _**"The more you hit me, the more you feed my rage!" **_and brutally slams the poor hero onto the ground.

Just when Goblin was going to stomp onto his weakened nemesis, Shadow interrupts him with a teleporting barrage of punches and kicks that also barely faze the mutated criminal, "What?!" Shadow remarks in shock that his attacks aren't hurting Osborn.

"_**Is that the best you got, rat?!" **_Goblin violently smacks his backhand on the hedgehog, sending him flying through carnival attractions.

Goblin feels his back getting shot at by Blake but doesn't even flinch from her rapidfire bullets. Blake sends her afterimages to strike forward as she jumps into the air to attack herself, but Goblin easily took the shadows' attacks like a champ without flinching before nonchalantly grabbing the real Blake by the neck when she came down. "Nothing fazes you?" Blake struggled to speak while being choked to death.

"_**Not anymore, kitty cat. The Goblin is now INVINCIBLE!" **_Goblin proclaims while ruthlessly throwing her away like she's common trash.

**BGM End**

Each member of Team Noir groans from the pain they were dealt by this enhanced Goblin after he easily defeated them without breaking much of a sweat. _**"You are all pathetic! And you thought you could beat me? HA!" **_Goblin mocked them.

Not one to give up, Spider-Man quickly got back on his feet and vaults over onto the mob boss' back, repeatedly punching him with everything he's got. Goblin gets annoyed from his futile efforts and quickly slams him back onto the ground, _**"Give it your best shot, then, if you can! Come and get your superior…The Goblin Victorious!" **_He challenges them to another fight as he retreats into a tent behind the destroyed clown gate.

"Unnhh…" Spidey groans, pushing through his own pain as he stands back onto his two feet.

"Goblin was…never this powerful, was he?" Blake asked the webslinger, while slowly recovering from the beatdown.

"He was never this ugly either. The fragment must've mutated the scaled green skin that he's too embarrassed to show to everyone, turning him into the splitting image of the monster he really is." Spidey answered, while also telling his allies that Osborn was born with a reptile-like skin disorder that he conceals behind a fake, flesh-like mask. Now his skin has mutated and transforming him into a true monster thanks to the fragment.

"He'll be hard to fight with skin that dense." Blake remarked.

"Pfft. Says so." Shadow scoffed. "Goblin hasn't BEGUN to witness my true power. He'll pay for mocking me like that." He scowls, skating forward to get revenge against the circus freak.

"Shadow, wait up!" Blake shouts, as she and Spidey quickly catch up to the arrogant hedgehog.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Goblin - Freak Show**

Soon, the heroes run into a tent straight ahead, believing Goblin retreated inside. Everything inside the tent is dank and empty with only a large circus ball left in the center below the only light in the tent, until that light shorted-out and leaving them in total darkness. "Seems 'The Goblin Victorious' forgot to pay his electric bill." Spidey mocked.

"Guys, get your guard up!" Blake quickly told her friends to get into battle formation for a mysterious reason that she saw with her night vision.

"Why?" Spidey asked until his spider-sense answered his own question, as the lights turn back on so he can properly see they've become surrounded by a large amount of thugs that snuck in through the darkness to fight them. "Aw, applesauce." He stoically remarks on his bad luck.

"Seem to have forgotten I can see in the dark!" Blake flipped away from a large brute and some of his friends wanting to hurt her, only to be lured to get blown away by her explosive fire clone.

"It's not like I'm friends with a lot of weird cat people from other dimensions!" Spider-Man retorts, spinning his web on a thug and swing him in the air before throwing him away, and when a few thugs rush him, he quickly scatters them away with a whirlwind-like punch.

Shadow teleports behind the circus ball to kick it at five thugs, knocking them out quickly. "You're dead!" One large brawler tries to punch the small hedgehog from his back, only to be surprised when he easily blocked it without turning around.

"Don't waste my time." Shadow ruthlessly elbows the brawler, sending him flying out of the tent. "We're here for your coward of a boss, assuming he's too afraid to face us." The hedgehog mocks the Goblin while homing attacking the rest of his minions into submission.

**BGM End**

"_**Let me teach you." **_Goblin heard the mockery from somewhere within the shadows and seems to be ready to frighten them again with his power.

Team Noir regroups as they ready themselves for when Goblin shows up to attack. So far, he hasn't made a move yet. The scary mobster's still hiding somewhere in the darkness, waiting for the right moment to strike when they least expect it. Spider-Man focuses on his spider-sense trying to scope out Goblin, but hasn't felt his presence yet. Blake stares into the darkness with her night vision, knowing the monster is hiding in there, constantly on the move to escape her sight. Shadow has his guard up to the max, waiting for Goblin to reveal himself so he could counter with a powerful attack.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Goblin - Freak Show**

"_**GRRAAHHHH!" **_Goblin suddenly lunges out of nowhere to attack Shadow, who knew he'd target him and uses Chaos Control to teleport away from his attack.

"Predictable." Shadow mocks, charging chaos energy into his right fist to throw a powerful punch to his face that actually caused him to flinch.

"_**Not bad." **_Goblin tries to slash the hedgehog into nothing, but the hedgehog quickly teleports to his back to kick him behind the head. Blake hurries and summon two tangible clones to tie up the mutated mobster with their ribbons while she and another clone jumps forward with a swift twin dropkick to the chest. Meanwhile, Spider-Man jumped onto his back to repeatedly pound it like before, this time more focused punching the crimson red spot on his back that seems to be a weakpoint. Before the webslinger could throw any strong attacks on it, Goblin uses his monstrous strength to break free from the clones' ribbons and destroys all of Blake's copies with a single ruthless punch. Then he grabs the punching webhead and throws him onto Shadow as he was going to join the assault, and then the two dropped onto Blake, leaving them temporarily defeated again by Goblin.

**BGM End**

Goblin chuckles sinisterly at his persistence enemies, _**"You guys are putting up more of a fight this time. I like that!" **_He laughs creepily as he flees out of the tent, hoping they're dumb enough to keep following him.

**BGM-Spider-Man: Shattered Dimensions OST-** **Circus of Fear (V2)**

"Now he's taunting us." Blake scowls as the group stands back up from their second beatdown.

"Yes. A mistake he'll soon regret. At least we can confirm he is not completely invincible." Shadow remarked.

"That red spot on his back seemed fishy. Maybe it's a weakspot." Spidey Noir noticed the red spot on his nemesis' back during their brief brawl.

"Maybe. Let's go ask before he gets away." Shadow responded.

The heroes ran out of the tent to find Goblin running outside in another area of the carnival. The monster mobster was already at the other side of the area running into an open clown door guarded by a few of his men.

"He didn't get too far." Shadow says, ready to continue their pursuit, but a stretched hand from Spider-Man blocks him from moving from his spot.

"Not so fast." Spider-Man senses something funny about this area, and not the good kind of funny. He looks around spotting more of Goblin's men patrolling the area while some are guarding three new hostages behind electrified cages, "We got more hostages trapped behind electrified gates." He informed them from what he saw using his Spider-Sense.

Blake gasps, "Electrified?" She gasps again when another set of fireworks lighted up the area, forcing them to hide away from the light before they could've been spotted, "And more fireworks. This might be tricky."

'_Oh Spider. One man against so many.' _Goblin's voice can be heard taunting Spider-Man and his allies from the PA system, _'The cat and rat won't make much of a difference, I assure you. What are you thinking, I wonder? How hopeless it is to defy ME? How defeat is BEARING down? Relentless. Unstoppable. I almost feel so sorry for you. Almost.' _He chuckled sinisterly through his microphone.

"Keep hiding behind the mike, Osborn." Spidey quietly mocked. "Shadow, can you knock out those thugs guarding that hostage at that tower? Doesn't look like their cage is electrified." He asked the teleporting hedgehog.

"Sure." Shadow nodded.

With the power to warp, Shadow instantly appears at the nearby tower and quickly knocks out the guards with his ultimate power before they noticed him. Just as he cleaned up the tower of watchful eyes, Spider-Man and Blake meets him there to rescue the hostage behind the non-electrified gate.

"You're here to save me." The happy man smiled in relief while the Spider-Man pulls down his cage with his strong webbing.

"And we might need your help to save the others. Their cages are electrified. Do you know a way to turn 'em off?" Spidey asked the rescued civilian.

"Sure. I'll do whatever I can." The carnival employee runs to the nearby junction box on the wall to work on it a little. After almost a minute messing with the box, the man was able to deactivate the electricity that secures the second hostage's cage.

"Now we're in business." Spidey smiled behind the mask.

"So if we rescue the other hostages, they'll help us turn off the electricity to the other cages?" Blake whispered to the worker.

"That's right." The worker nodded.

'_Again, the heroes save the weak and WORTHLESS victim. How sickening.' _Goblin mocked from behind the PA system.

"Being sick is what probably mutated him into a freak." Spidey quipped, which got a small grin from his allies for making a good joke.

The heroes went over to rescue the second hostage now that his cage isn't electrified anymore. Shadow and Blake took out the guards without them noticing, while Spider-Man rips the cage open rescuing the person inside. Just like the one from before, this man help turning off the electricity to the last hostage's cage, "Ah, there we go. Time to dust this place." Peter muttered. They waited until the fireworks are not going off then made it to the third tower to knock out the guards over there using their signature techniques. And once enough of them were taken out, Spidey rescues the last hostage and takes him to a junction box that'll help them find Osborn.

"This should do it." The worker says, as he works on the junction box that'll open the clown door that leads into the funhouse.

"Thanks, pal. Now breeze off." Spidey thanks the worker for his assistance and heads off with his allies to the funhouse.

After Shadow easily knocks out the guards that protects the entrance into the building, the heroes were allowed to carefully walk inside Goblin's little funhouse of doom. Things inside weren't what they totally expected. They enter some kind of chamber surrounded by a lot of doors. Very creepy clown doors that speak with the Goblin's voice, _'WELCOME…WELCOME TO MY HOUSE!'_

"Phew! All these grinning faces are creepin' me out…it's like an advertisement for hell." Spider-Man remarked. He then hears someone coughing pretty bad near him and turns out to be from Blake, "Belladonna, you feeling okay?" He asked the coughing faunus.

"I don't…think so." Blake replies before coughing a few more times.

Quickly, it becomes apparent they walked right into a gas chamber pumping out jets of gas from the vents metal-barred floors they're standing on, causing Shadow and Spidey to start feeling the poisonous gas. "He's filling the room with poisonous gas…We gotta find a way outta here!" Shadow coughed.

With not much time left before the gas kills them, the gang figured destroying one of the clown doors will reveal the exit. Blake breaks down one, only for it to be a dud. Shadow punches through the teeth of a door only for that one to be a dud as well, wasting more time as the gas continues to kill them. Spider-Man gave it a shot and pulled his webbing down on the teeth of another door, which was the lucky one that revealed a hole to escape through.

"This one! Hurry!" Spidey shouts to his friends as they flee from the chamber, dropping down to a more confusing twisted hallway. "That'll teach you to flap your jaw. Say hi to your dentist for me." Spidey jokes about the clown door's broken teeth.

"Thank you. That was a little close." Blake said while breathing in the non-poisonous air as they recover.

"What room is this?" Shadow looked around the new twisty room they dropped in from the chamber.

"Well, this is certainly a twist." Spidey puns, as they run on the twisty roller coaster tracks while avoiding the powerful steam pumping out from beneath.

"I'm reminded of the traps in the Mystic Mansion. This is certainly bizarre." Shadow compared the weirdness in this funhouse to the strangeness from a haunted house he ventured through in one of his early adventures.

**BGM End**

Another clown door opens for them to walk through as they be careful what's awaiting in the other side. They found themselves in a room that has been completely flipped upside down. Everything is topsy-turvy, much to their shock and slight confusion. "Okayyy, either we've flipped our wigs, or this room is –Aaauugh!" While Spider-Man was joking, a surprising green gas hits them causing them to scream as they can hear the Goblin laughing from the shadows. The heroes fall down onto the upside down floor, disoriented thanks to the gas as they have a hard time getting up. They feel so lightheaded as the room looks to be shaking when it's not. It also doesn't help there are some thugs that have come to fight them while they are feeling disoriented.

**BGM-Spider-Man: Shattered Dimensions OST-Circus of Fear (V3)**

"Darn, that gas…Can't…concentrate…" Spider-Man tries throwing a punch at one of the thugs, but he's so disoriented his attack missed as it was so easy to dodge.

"What're you tryin' to hit, bugbrain?" The grinning thug kicks the webslinger in the back, towards a bunch of other goons so they could have a little fun beating on the dizzy hero.

"Not so tough now, are ya?" Another goon mocks the weakened hero while beating on him.

Shadow is doing his best regaining his focus, managing to knock out some of the goons in his weakened state. Alas, he's still a little mixed up as one of the thug swings his bat on his head, knocking him to the floor. "Curse you, Goblin…Resorting to cowardice tricks to beat us…I'll make you pay for this…Just need a moment to regain my focus…" Shadow weakly remarked.

Meanwhile, Blake is batted around by another thug while she's still under the effects of the gas, "What's wrong, cat? Runnin' out of yer nine lives?" The thug laughed, mocking the faunus while knocking her around some more.

Tired of being knocked out by fools like them, Blake uses that upgraded Semblance of hers to create two tangible clones to fight in her stead, and as she hoped, these clones are in tip-top form, completely unaffected by the gas that's disorienting the real one. "Am I seein' triple? How did that girl do that?" One of the clueless thugs asked.

The Blake clones rush forward with their blades and quickly dispatch some of the goons to give the others the time they need to recover from the gas. "I bought us some time. Is everyone feeling better?" The real Blake asked her friends.

It took some time but it would seem the effects of the gas is finally wearing off. Their vision is becoming clear and their heads aren't shaky anymore. "Think so…My head…Everything's becoming clear again." Spider-Man remarks, feeling cured and back to normal, "Nice thinkin' there, Blake. Saved our skin back there."

"Calling me by my first name. Is that a sign of something?" Blake smirked, as it would appear he is finally warming up to having friends like her and Shadow.

"It's a sign we should start kicking some ass." Spider-Man responded.

Shadow scoffs as he cracks his knuckles, "I'm down for that."

"Oh no! They seem angry!" A scared thug reacted in fear, noticing the heroes have recovered from the Goblin's gas.

Spider-Man dashes forward unleashing a flurry of brutal punches to his enemies, uppercutting a few into the air as he follows them with a powerful slam that knocks them right back down. Meanwhile, Blake's body glows with her purple aura as she creates a shadow copy of herself that mimics her every move, "Now's your chance to run." She said to her enemies with a cold stare that frightens them before she and her copy demolishes them with incredibly fast attacks.

Shadow rams through his enemies with a Spin Dash that shows no remorse at all. When a hammer-wielding brute tries to slam him with his weapon, Shadow easily dodges it so he could pummel the brute with relentless punches. The hedgehog then bounces into the air to charge up his Chaos Spear with greater power, "Chaos Spear!" He fires the long energy bolt at a crowd of mooks that explodes upon impact, outright demolishing them.

"I keep tellin' ya, Osborn, you gotta pay your electric bill." Spidey annoyed the criminal hiding in the shadows of his own home.

Goblin growls with anger, _**"Rrraaaahh! Get some lights on them! NOW! Find them and shoot them!" **_He ordered his men. As a door on the wall opens up, a couple of turrets present themselves with some spotlights, designed to kill them if they get spotted.

"Better grab the shadows." Spider-Man advises his team.

"The door is up there. No reason to waste more time." Shadow seems to have a different idea in mind, and that is use Chaos Control to teleport the team up to the exit without bothering to climb the wall.

"Huh. That makes things easier." Spidey remarks nonchalantly.

"In a way, we did 'grab the shadows'." Blake quipped.

"Don't be cute. What I wouldn't give to have that kind of power." Spidey said, wishing he had a power that allows him to teleport, which would make stealth missions so much easier.

"Unfortunately, you weren't born as the Ultimate Lifeform, and neither was Goblin." Shadow cockily smirked.

"One of you was definitely born with ultimate arrogance." Spidey joked.

Shortly after entering through the wall door, they found themselves in another twisted corridor. "Whoa, deja-vu. What are we, going around in circles? Will this ever end?" Spidey complained.

"Standing here complaining won't get us outta here. Keep moving." Shadow insulted, insisting they should keep moving through this twisted hallway.

Another sense of Deja-vu kicks in, as shortly after exiting the twisted hallway the trio found themselves in another chamber full of clown face exits. "Another chamber similar to the other one. Does that mean more gas?" Blake asked her allies.

And it sounds like she's right, as they quickly hear the sound of poisonous gas pumping out from beneath the metal floor to kill them with again. "You're right! Heard that sound? More gas! Better find a way outta here before they're measuring us for wooden kimonos!" Spidey remarked, covering his mouth as they quickly break through the clown doors to find the right exit.

"How did you find the exit before?" Shadow asked while breaking down a fake door that leads to nowhere.

"One of their eyes didn't look right, moving differently from the others." Spidey answered, searching for a face with a malfunctioning eye.

"Like this one?" A coughing Blake points to a face with the oddly moving left eye.

"Exactly. Stand back!" Spidey quickly fires his webbing on its teeth and pulls it down to reveal their exit into the next room where it's completely safe and small, "Finally."

But of course, they're still in the enemy's stronghold as the Goblin suddenly shows up from a hole to remind them. _**"NOT SO FAST!" **_Goblin lunges at the wallcrawler, but the webhead barely able to leap back and blind him with his webbing, causing him to roar in rage.

Blake jumps above the monster with her blade behind her, charging up her weapon with electricity from a Lightning ISO-Dust, "Raikousen!" she shouts while charging down at Goblin with a flying thrust, electrifying the crimelord with her electrified blade. This gave Spidey and Shadow enough time to barrage the stunned foe with everything they got from both sides, with Shadow attacking the red spot on the back Spidey pointed out earlier. And it would seem he was right, as attacking the red spot is delivering some decent damage to Goblin that it's actually starting to be annoying.

**BGM End**

With but one shout, Goblin knocks away the heroes that were attacking him, giving himself some breathing room to rip off the webbing from his eyes and grab all his enemies at once to crush them. And with one annoyed growl, he slams them down into the hole that slides them back outside, lying in the ground in pain like the first two times they were defeated by him tonight.

"Guess he…couldn't take what we were dishing out!" Spider-Man quips, whilst standing up with pained grunts along with the others.

**BGM-Spider-Man: Shattered Dimensions OST-Circus of Fear (V3)**

After recovering their strength for a bit, the heroes ran ahead through the carnival still on the hunt for Osborn, "Where did he run off to this time?" Shadow looked around for the circus freak, wondering where he's hiding this time.

"Up there!" Blake stopped when she points them to a very angry Goblin hanging from the structure that's holding up a ferris wheel.

"_**I'LL HAVE MY REVENGE! I'LL TEAR THIS PLACE DOWN WITH MY BARE HANDS IF I HAVE TO!" **_Goblin proclaims, and it doesn't sound like he's bluffing either.

"Wait. He's not gonna…" Spidey wondered if Goblin really is going to break the ferris wheel to kill them, which would be a little extreme even for him. And it looks like Goblin might actually do it judging from how he's looking at the ferris wheel, "Is he…? Could he…?" Spidey asked.

"He can't be THAT crazy, can he…?" Blake wondered while staring in disbelief.

Unfortunately, Goblin really is that crazy as they can hear his furious grunts to lift the ferris wheel from the structure holding it. And with the ferris wheel broken free, Goblin delightfully has it roll in the direction of a civilian locked tight to a carnival car between a very narrow area.

"He is, he could, and he did." Spidey quipped.

"Oh no! HELP!" The man shouted for an immediate rescue as the ferris wheel is already close to crushing him while stuck on a carnival ride.

"We don't have much time!" Spider-Man said as it might be too late to save them at their top speed.

"Yes we do! Chaos Control!" Shadow teleports the gang right in front of the man in need of a dire rescue. Spider-Man quickly frees the civilian from the car and grabs him. Just seconds before the ferris wheel was going to crush them, the heroes jumped through it and does some amazing parkour to jump out on the other side safe and sound with the rescued man.

"Good lord…such rage!" The man remarks about Goblin's anger attitude.

"He must've _really _hated that ride." Spidey quips while putting the man down for his own safety. "Okay. Wish us luck." He said to him as Team Noir run inside a large tent where the Goblin is presumably hiding.

The pathway that leads inside the tent is given a somewhat grand show with harmless sparks flying over them as they carefully walk to the clown door. "Somebody is ready for a show." Blake quietly joked while putting on a serious face as they keep walking forward, being extremely careful for whatever tricks Goblin has left.

'_You fools think you're so high and mighty.' _Goblin speaks to them from the PA system while they continue silently walking forward, _'Where were people like YOU when I was growing up in the freak show? Capering in the straw for the amusement of the FACES pressed against the bar. Where were the heroes then, huh? I never had a chance. And NOW, NEITHER DO YOU!' _

Obviously, the likes of Shadow and Spider-Man couldn't care less about his sad little backstory. With Blake, she can see where Goblin is pointing at. She understands being seen as a "freak" for looking a little different can change that person for the worst. During her time with the White Fang, she knows some captured faunus that were used in the circus, or something similar that has them being abused constantly. But, she can clearly see that unlike those faunus, Goblin is using his sad origin as an excuse to kill and torture people simply for the pleasure of it all, comparing him to the Green Goblin from her dimension, and her former partner, Adam Taurus.

**BGM End**

Finally, after surviving all his death traps and defeating all of his men, the heroes have at last cornered the Goblin in his large circus tent that will be used as the arena for their final showdown. "Are you gonna stand there babbling all night, or are we gonna end this?" Spider-Man mocked his arch-nemesis as he turned around to face them.

"_**YOU!" **_Goblin scowled, glaring at his most hated enemy and his dimensional allies.

"That's me." Spidey quipped.

"And us." Blake added, as she and Shadow get into their fighting stance with the noir webslinger for the final battle.

"_**YYYYAAARRRGGG!" **_Goblin lets out his scariest roar yet, as he's now furious enough to end his adversaries once and for all.

**BGM-Spider-Man: Shattered Dimensions OST-VS Goblin - Freak Show (Fragment Mix)**

The two opposing forces charges at each other screaming as each of them plan on holding nothing back in this epic confrontation. Spider-Man was the first to land a strong punch to Goblin, as he counters with a fierce upward slash to the mask, only for the webslinger to quickly come back with a powerful downward punch on his head before getting slashed to the ground. Before Goblin could land another blow, Blake quickly blocks his attack with her blade, giving Shadow enough time to unleash a lightning-fast Spin Dash that pushes the monstrous freak backwards. _**"YAAAARRRRG!" **_Goblin grabs the curled-up hedgehog and brutally slams him to the ground and would've stomped him into a pancake if he didn't jump away throwing Chaos Spears to slow him down.

"It's become clear he is too powerful to engage head-on! We'll have to attack from a distance!" Shadow advises his allies that they have no chance of winning up close and personal.

"_**YAAAAARGH!" **_Goblin's vicious roars are becoming so strong they create powerful shockwaves that almost blow away the heroes if they didn't plant themselves like a tree. While they are briefly stunned from his shockwave, Goblin rushes in to attack, smacking Shadow away and slashing Blake to the side, before throwing a powerful punch at Spider-Man. But the webhead was barely able to block it and had to quickly roll away to Blake's side before he was overpowered.

"_**Standing with a black cat will only curse you with more bad luck." **_The intimidating Goblin glared at his enemies.

"Where I'm from, it's usually a drunken crow that gives out bad luck." Blake quipped.

Goblin retaliates with another roar as he charges straight for his twin foes. Spidey and Blake heed Shadow's advice and attack him from a distance with rapidfire web shots and bullets respectively which barely slow him down. But, it did give Shadow enough time to enter his Chaos Boost Mode, increasing his strength surrounded by a red aura using chaos energy. "Let me show you my real power!" Shadow unleashes a chaotic onslaught of attacks on the Goblin's vulnerable red spot, really laying the damage upon his back as he screams in pain. "You will fall like every other Goblin!" The powered-up hedgehog proclaimed.

"_**There is only ONE Goblin, hedgehog!" **_Goblin quickly counters Shadow's powered-up assault by grabbing his shocked face, _**"The Goblin Victorious! And you will die like every other worthless rat on the STREETS!" **_He violently throws the hedgehog to the lights above to have them electrocute him out of his Chaos Boost Mode.

Though it looks like the heroes are in a slight disadvantage, the situation quickly changes to their favor. Because Goblin threw Shadow to the lights, and presumably never paid the electric bill like Spidey joked earlier, most of the lights went out with only a small few shining down on Goblin himself.

"The lights. Everything's dark." Blake whispered to the webslinger.

"We can use that to our advantage. He's too powerful to take on directly." Spidey whispered back.

The two agree to the plan and disappear into the darkness. Shadow also broke free from the wall he was thrown into and disappeared into the darkness as well, concealing themselves from the Goblin's sights. _**"I don't need lights to find you. I can smell your fears." **_Goblin said, sounding scarily threatening as he carefully wanders around in the pitch black.

Too bad Goblin's power up didn't include night vision, which is what Blake has and is using to her fullest advantage. The shadowy huntress uses her shadows as they dash through the darkness and strike the unsuspecting crimelord one at a time at incredible, blurry speeds on his weakspot, paining and angering him as he recklessly tries to counterattack in the darkness and fails miserably. _**"Come on out, little kitty! I know it's you trying to piss me OFF!" **_He shouts, unleashing a surprising powerful shockwave that knocks Blake down in one of the available lights that he can clearly see her under. _**"There you are." **_Goblin smiled, as he slowly walks over to send her into oblivion. Too bad for him, Spider-Man won't let that happen to her as he's perching on a wooden bridge above his position. The silent webslinger fires his webbing down on the monster, causing him to roar in anger for falling for his stealth attack as the webhead comes down stomping on his vulnerable red spot.

"Shadow, wanna piece?" Spider-Man asked his black hedgehog pal, as Shadow immediately comes down brutally stomping on Osborn's back before he even attempted to stand back up.

Thankfully for Goblin, and unfortunately for the heroes, the lights were fixed and came back on, brightening up the arena once more. But what's worse for the heroes, the moment the power came back on, Goblin has summoned a lot of his henchmen to the show and to assist their roaring master. _**"Power's baaaack, and there's nowhere left for you to hide!" **_Goblin taunted his enemies with a smile.

"Fine by us. This way your own men will see just how pathetic you really are when we're done with you." Spider-Man mocked his arch-nemesis while knocking out some of his goons in the meantime.

"_**YYYAAAAAAARGH!" **_The mockery really boiled Goblin's frightening blood as he actually goes and picks up one of the broken poles around the arena to use as a weapon. _**"Just die already!" **_Goblin swings his new weapon as hard and as fast as he could at Spider-Man, who keeps dodging his brutal swings that knock out his own men instead, but Goblin couldn't care less about them. Now more than ever, he wants the Spider dead by any means necessary.

"Just stand down already, Osborn! You know as well as I do you've lost the moment we took down your flunkies, Hammerhead and Vulture, and we're coming straight for you!" Spider-Man taunts, while swinging a strong left hook on the crimelord's face before vaulting over his head to strike his weakpoint several times stronger.

"_**I refuse…to…die here!" **_The weakened Goblin grabs the hero from behind and brutally slams several times on the ground, _**"If I can survive hundreds of venomous spiders trying to pierce my skin with their bites, the bite of one idiotic, pathetic, and lonely bug will just be as weak as the people his heart cares SO MUCH for!" **_He craters the weakened spider to the ground and prepares to finally crush him into oblivion and truly claim this city in the name of Norman Osborn.

"He's not alone."

Goblin was reminded of that little tidbit as he gets shot in the eyes a few times by Blake from a distance before receiving a powerful Homing Attack from Shadow that knocks him away from the webslinger, as he stands up in between his trusted allies that have been by his side all this time for this moment against Osborn. "He's got us. Or has all that power made you forget we're still here?" Blake mocked the mutated crimelord.

Goblin roars with such rage and anger it blinds him as he charges straight for the heroes. Shadow teleports away with Spider-Man just as Goblin viciously grabs Blake by the neck, only for that Blake to only be a fire clone that explodes violently on his face, knocking him stunned backwards a few feet. While the Goblin is staggered, Shadow teleports behind to his weakspot while channeling energy into his fists, "Chaos…BLAST!" He shouted, unleashing an explosive punch to his weakspot that severely crippled the roaring monster to his knees, in pain and unable to use much of his strength left as Spider-Man Noir prepares for the finishing blow.

**BGM End**

"_**Back in the cage, eh? Back to the freak show." **_Goblin remarks as it would seem he has admitted his own defeat. Spider-Man quickly turns around noticing a cannon he can use, using several backflips before firing his webbing to insert himself into the cannon, and when all is said and done, he launches himself straight at Osborn to delivering the finishing tackle that knocks out the fragment he had absorbed into his body.

"Oh, boo hoo." Spidey mocked the unconscious crimelord as he grabs the final fragment of his dimension.

"Congratulations, Spider-Man." Blake congratulates the webslinger on his victory over his old enemy as she and Shadow approaches him. "This must've been a long time coming, but you finally freed this city from the Goblin's dark reign. No more people will have to suffer any longer, not while you're around protecting them." She said to him.

"I'll admit. I wouldn't have done it without you two watching my back. I don't say this to a lot of people that I've only known for like a day, but…thank you. You're alright." Spider-Man Noir has finally grown to trust these guys as worthy allies, and quite possibly friends he can count on when the situation gets rough.

Blake smiles with a happy nod to be acknowledged by the darker version of the Spider-Man she knows. Shadow has his arms crossed but nods to his acknowledgement as well, hiding a smile somewhere in that brooding face of his as they are all glad Osborn's criminal rule over this dimension has at last come to an end.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: That's it for the Noir Universe, and that's it for Spider-Man Noir's little arc about trusting others. It's not much and is certainly not the best arc, but it at least gives him some character development now that Goblin Noir is defeated and his criminal empire has been crushed in his world. **

**Dragen slayer: Wait until I get to **_**Edge of Time **_**and find out.**

**Alexandria Prime: Anti-Venom is NOT a member of Team Toxin. His next major appearance will be in **_**Edge of Time**_**.**

**Guest 2 (from chapter 11): Wait until I get to **_**Edge of Time**_** if I do an "evil Ruby Rose". Chances of that happening are extremely unlikely.**

**Next time: The sinister science born from the femme fatale!**

**Question of the Chapter: If you know anything about Spider-Man Noir and his universe (comics, games, movies, etc.), what are your general opinions on the Noir Universe?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	13. Issue 12: Multi-Armed Psycho

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Spider-Man Noir: Say your prayers! Here comes the Spider-Man! It took a long time, but I finally crushed Goblin's criminal empire. With some help from Belladonna and the hedgehog admittedly. Even after he turned himself into a monster, Osborn didn't stand a chance and we got the last fragment in this dimension. There should be two more left to find, right?**

**BGM End**

* * *

_Issue 12: Multi-Armed Psycho_

**Alchemax HQ (2099 A.D.)**

"Are you sure this is a good idea? Infiltrating one of the biggest, most highly technological megacorporations in the world?" Weiss asked.

"Positive." Spider-Man 2099 replied confidently.

At the moment, Team 2099 are infiltrating Alchemax Tower, headquarters to the corrupted corporation that controls the future with an iron fist. Every obstacle the heroes have encountered up until this point all share a connection with the company. The mysterious creator behind Hobgoblin. The woman who hired Scorpion to collect the fragments. Alchemax seems to be only place in the entire world that will give the heroes the answers they seek, and hopefully won't lead to their untimely demise.

"Scorpion was going to bring his fragment to someone here, at one of the high security labs." Miguel says, as he crawls on the ceiling while Tails and Weiss carefully follow him from the ground, running below him until they noticed the laser security grid ahead and stopped.

"A laser grid. Shouldn't be a problem. Thanks for warning us about these, Spidey." Weiss remarks, sharing a nod with Tails as she uses her glyphs to help themselves bypass and jump over the lasers safely without triggering any alarms.

"Luckily, my secret identity happens to work here. I know these security systems better than anyone…" Spidey responds while using his arachnid agility and reflexes to avoid the lasers and meets up with the others at the other side safe and sound, "'cept, maybe, whoever's collecting these fragments! Though I have a hunch who it is." He said, having a hunch that he knows the identity of their mystery woman, as it is someone he has had a few encounters with in the past.

* * *

**Secret Lab**

Inside one of Alchemax's most secured and secret laboratories, a beautiful and intelligent woman is seen conducting experiments and research on the Tablet fragment she acquired through mysterious means. A woman that wears a pretty suit that glows green and yellow, like Scorpion described earlier, with arms so shiny and many, almost like she's dressed in an "octopus" suit.

"Preliminary tests confirm what I've suspected from the beginning, that this artifact is an energy source of almost _immeasurable _power!" The mystery woman talked to herself, unaware of Team 2099 dropping down from the ventilation shaft, or so they think. "Clearly, this calls for proactive measures…to prevent it from falling into the hands of…" Suddenly, her multiple pink arms latch onto the limbs of each hero while suspending them in midair, "RIVALS!"

"Oh no! Busted!" Tails said, struggling to break free from the evil scientist's metal tentacles.

"Serena Patel! I figured you were behind this!" Spider-Man glared at one of his rouges gallery, Serena Patel, aka the Doctor Octopus of 2099.

"Long time no see, Spider-Man. We haven't seen each other since that time you and your little hedgehog friend almost abandoned me in that 'timeless wasteland' created by my Phantom Ruby." Patel greeted her old nemesis, recalling their last encounter during the mania incident caused by the Phantom Ruby.

"I remember you! You were the woman who worked with Doc Ock and Eggman trying to destroy all of time with their time monster! Because of your Phantom Ruby, my time had to go through war, which almost got the whole planet destroyed!" Weiss scowls, glaring at the futuristic scientist that was behind some of the worst devastating events that almost brought the past to destruction.

"Yes, yes, I am aware of all that." Patel responded stoically, showing no sense of remorse that some of her plans almost brought the end of everything in the past and future. "We haven't been properly introduced, haven't we, Ms. Schnee? I'm Serena Patel, head of Alchemax's Shadow Division." She formally introduced herself to the time travelers from the past.

"Never heard of it." Tails quipped.

"Yes. That's why it's called 'Shadow Division'." Patel quipped back indifferently.

"Ah, touché."

"So what's the master plan this time, Patel? You shadowy types always have one." Spider-Man asked his nemesis on her latest plan of world conquest or whatever.

"Hmm. I could kill you, or I could explain everything and then kill you. I think I'll just kill you." Patel answers by violently throwing away the heroes.

"Sonofa-." Miguel would've cursed if they weren't thrown onto a wall.

Patel quickly turns to her computer now that her enemies are here, "Computer. This laboratory has been compromised. Initiate self-destruct sequence…ten seconds." She orders the countdown that'll destroy her lab and will hopefully kill the heroes inside.

"Ten seconds? That's barely enough time to come up with a clever explosion-related quip!" Miguel jokingly remarks while shaking his aching head.

Meanwhile, Patel uses one of her arms to press a button on the computer that opens a hatch door on the floor for herself to escape through while leaving them to burn, "Ooh…that must really _burn _you up. So long, heroes. It's been a _blast_." She quips while jumping through the escape hatch.

"Oh, she's good." Tails responds.

"Good at already annoying me." Weiss remark with an annoyed stare, already disliking the evil scientist.

The countdown has reached five seconds and it continues counting down while the heroes are about to be trapped inside when the whole lab explodes on them. "Spideeeeey!" Weiss urgently turns to him with an increasingly worried face for any exit plan they can use to escape.

Spidey quickly looks around for an escape route as the countdown reaches two. In that instant, he notices the escape hatch Patel used is about to be closed, which might be their only way outta there. "Rrrggh!" He grunts with extreme urgency as he uses his webbing to stop the hatch before it completely traps them inside. "HOLD ON!" Spidey shouts, quickly grabbing his friends as they jump through the open hatch screaming, as the countdown hits zero and explosions start consuming the lab in their fire.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Doctor Octopus - Femme Fatale**

"WHOOOOOOOAAAAAAAH!" Both Tails and Weiss screamed for their lives as they hold on tight onto Miguel, as he's freefalling down a long vertical tunnel.

"Is it me or is it hot in here?!" Miguel asked, feeling the heat from the fiery explosion chasing them.

"The explosions are coming right behind us!" Tails answered, urgently the web warrior to dive faster.

"We got more trouble incoming!" Weiss looked ahead spotting numerous robotic arms fashioned from Patel's likeness popping up through the corridor to try and slow them down.

'_YOU CAN'T ESCAPE! I'M IN COMPLETE CONTROL HERE!' _Patel's voice taunts their pointless efforts, while Miguel is doing everything in his power to avoid the tentacles that keep popping up when he least expects it and the fiery explosion close to catching up behind them.

**BGM End**

"Please tell me we'll get out of here alive?!" Weiss shouts, clenching onto Miguel as it looks like they're close to the exit.

"Oh shock!" Spidey remarks, as it looks like they might crash at the speed their diving.

"I don't like that shock!" Weiss quipped.

"Better slow my fall somehow…WEBS DON'T FAIL ME NOW!" Spider-Man quickly lets go of his friends so he can fire his webbing to the exit point, creating a web net that should catch them, "Ah! I think it's gonna work!" He believed, only for them to immediately crash through the webbing and bounce onto the floor while making grunts of pain.

"Perfect landing…" Weiss groans weakly with her face and body lying flat on the ground.

"Where are we…?" Tails wondered, as the team slowly stand up inside what appears to be some kind of highly advanced reactor room not unlike Tony Stark's Arc Reactor.

Patel climbs down from the vertical shaft they fell through with her tentacles, standing on top of her newest invention as she speaks to the heroes, "Welcome to the Shadow Division, heroes. Tomorrow's weapons, developed today. And at the heart of it all – my masterpiece!" She confronts the heroes personally as she gestures them to her out-of-this world, most highly advanced reactor, "Impressive, isn't it?" She asked them.

"Meh." Miguel shrugged, seemingly not finding the machine impressive at all.

"What do you mean, 'meh'?" Patel asked him, annoyed.

"I've seen one of these before."

"No you haven't!"

"I have. I total have."

"It does remind me of Octavius' Octo Reactor." Tails said, giving out his unimpressive opinion on Patel's reactor.

"Irrelevant!" Patel immediately retorted. "This is a Condensed Matter Reactor! The only one in existence!" She said, claiming this isn't a newer version of the Octo Reactor, but something totally beyond that ancient invention.

"Is THAT what it is? Ohhhhhh. Meh." Spidey quipped, still not impressed.

"Maybe THIS will impress you!" Patel reveals her fragment to the heroes as she walks on top of her ingenious reactor, "The power of a million thermonuclear reactions at my command! Now the world is mine! Everybody sing – everybody praise - ME!" She proclaims as the platform levitates her into her reactor so she can start activating it.

Incredible amounts of energy start forming in her reactor that looks like its's ready to burst at any moment, which is a big no-no for the heroes standing inside the reactor chamber. "Uh, should we like, you know, shut that thing down before she does something crazy?" Weiss asked. Too little too late as the reactor did unleash a tremendous burst of energy that knocks the heroes out screaming, "WAAAAAA!" as they are sent flying outside her reactor chamber, that was built inside a giant metal sphere suspended in the air.

They quickly crash down on another area below the floating metal sphere, grunting in pain yet again. "Ugh…Too little too late for that I'm afraid…" Tails grunted.

"Ow. Just…ow." Spider-Man had nothing much to say about that little energy burst. "Is everyone okay?" He asked his friends while helping Weiss on her feet.

"Think so. Now how are we gonna shut off her machine without risk blowing ourselves up again?" Weiss asked the geniuses beside her.

**BGM-Spider-Man: Shattered Dimensions OST-** **Sinister Science**

"Okay, see those cables attached to the sphere…" Spidey points to four large power conduits that are each connected below the giant sphere but are spread out from different labs in the building, "They gotta go somewhere. First step, figuring out where." He said, suggesting that there should be shutting down the cables if they want to deactivate her reactor.

"There's four of them. Do you think it'd be better we'd split up and see where each cable goes?" Tails asked the future hero.

"No. We're inside Alchemax, and who knows what sort of crazy experiments Patel have in stored for us here." Miguel replied, insisting they should stick together for this mission to succeed.

"Like that?" Weiss points to something disturbing with a shocked look on her face. Some weird lizard-like robotic monstrosities that can walk on two legs are suddenly ejected from capsules on the walls, making weird monster roars as they break free to attack the heroes.

"What the heck are these things?!" Weiss tries to attack one of the weird mecha creatures but they are surprisingly fast, capable of teleporting from her attacks and counter with a rabid strike to the back.

"Told you guys. Not exactly sure what they are myself," Spidey talks while using a small lightspeed dash to quickly strike down three machine monsters, "Perhaps genetic experiments that crosses animal DNA with machinery that likes to teleport!" Spidey zips to one of the tiny floating platforms with a quick web-strike to a robot creature standing on it, knocking it off.

Tails launches some of his mini tornadoes from his namesakes to scatter some of the creatures away, defeating them. Once the creatures die, Tails notices they leave behind a purple sphere that pulsates with light. "It's their core, and it seems to be unstable. We can use these to our advantages!" He says, demonstrating what he means by throwing the unstable core at a small swarm of creatures incoming, causing it to blow up and destroy them within the explosion as another small swarm approaches to give them trouble.

"Annoying little monsters, aren't they?" Weiss activates her Time Break glyph, slowing down time long enough to swiftly deal the decisive blow to each of the creatures, knocking out their cores for her to blow up at the remaining monster with a whirlwind.

'_Clever, but not clever enough!' _Patel taunts the heroes for defeating her creatures as the door inside Lab 1 opens for them.

"Says so! Just watch us as we ruin your plan!" Weiss annoyingly retorts before turning to Miguel, "How are we gonna do that again?"

"The answer lies inside this lab." Miguel answers as they enter the large Lab 1 with its own reactor built on the end of the corridor.

"It's an energy core! This must be one of the devices powering her reactor. If we can remove it, she'll lose a quarter of energy to sustain the fusion energy." Tails deduced what they should do to depower her reactor.

"Leave this one to me, guys." Spidey hops onto the arch-like structure to get a closer look at the energy core. Launching several weblines on the core, the futuristic webslinger pulls on it using his incredible strength to eventually disable it, depowering Lab 1 of power as they exit the room and notice the main reactor room has lost energy from one of the cables.

"Three more to go." Spider-Man remarked.

"Awesome, it's working! There should be more cores like this in the other labs! Let's keep moving!" Tails smiled, glad their plan is working.

**BGM End**

**BGM-** **Spider-Man: Shattered Dimensions OST- VS Doctor Octopus - Femme Fatale**

The heroes hurry to Lab 2 while avoiding as many unnecessary fights against Patel's creatures as best as they could as they want to stop her plans immediately. They quickly arrive at the entrance to Lab 2 only for a sudden force field to block them from entry.

"A force field?" Weiss remarked.

A wall opens up next to the force field that moves into the center a giant mechanical arm, much to the heroes' shock. "What the…?" Spider-Man reacted.

Serena Patel is seen walking down on the large cable above to insert her metal arms into the machine, "This should finish you handily!" She says while activating the Mech Arm for combat mode.

"Giant mechanical arm, huh? Meh." Miguel quipped.

"A lame invention for a lame scientist." Weiss mocks the scientist for using something as lame as a giant metal arm to fight them.

"Bite your tongue! In fact, I'll be happy to do it for you!" Patel commands her Mech Arm to slam its pincer to kill the heroes. Unfortunately, the arm moves at a snail's pace compared to the much faster heroes that can move out of the way from its predictable attacks.

"Seriously, she's one of the smartest scientists in the future that works for one of the highly advanced companies in the world, and this is what she's using to fight us? Sad really." Weiss continues mocking her creation while easily dodging her predictable attacks.

"Credit is where credit's due, it's hard to get a good shot with her moving constantly moving like that." Miguel says, as he's having a hard time landing a single attack on her while she keeps dodging their attacks erratically from her mech arm.

"Need a hand?" Patel finally was able to land a strike on Spider-Man, as Tails was able to dodge her slam and found himself standing on one of the four hexagon shapes panels on the ground. When the panel Tails is standing on randomly opens up, he quickly notices there's a purple electrical space that was hidden beneath it.

"Maybe we can use this electric panel to stun her machine. Just need to get her attention." Tails says to himself while turning to Patel, "Hey, science squid! From what I could tell, you don't have the IQ points to use that arm correctly!" The young fox insults her intelligence, which was enough to boil her blood instantly.

"Do not insult my intelligence, fox boy! Let me give you a proper demonstration how I use this arm!" The angered Patel recklessly strikes her giant arm at Tails, unaware until it was too late that she was tricked to hit the electric panel after he dodged her attack. This freezes her arm as the electricity courses through it and electrocutes Patel herself, leaving her wide open and stun for an attack, "AAH! What did you do?!" Patel growled.

"For a genius, that was really a dumb move." A smirking Tails quipped. The young freedom fighter then flew closer to attack the stunned scientist with spin attacks as Weiss quickly joins in with a few attacks of her own. Spider-Man soon jumps down on the platform and uses his webbing on her so he could jump back high in the air and come down with a powerful dive kick.

"No! You insolent wretches! You've broken my power couplings! I can't work this arm anymore!" Patel snarled as the damage her giant arm sustained has caused it to be dysfunctional and useless for the fight, meaning she lost this round.

Spidey quips, "Ha! Then I hope you've got a giant sling-."

"Bah!" Patel is too annoyed to listen to his little joke as she detaches herself from the useless giant arm to flee to safety.

"She ran off from my little joke before I could finish." Miguel quipped.

"Don't think I haven't noticed you're slowly picking up Peter's wisecracks." Weiss said, giving him a sly grin as she's noticed Miguel is slowly picking up Peter Parker's habit of wisecracking.

"One of the side effects going back to the past a few times and teaming up with a bunch of jokesters constantly." Miguel remarks.

"I know what you mean, minus the time traveling. Well, at least the force field's down." Weiss responds as the force field is disabled thanks to them defeating Patel.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **Sinister Science**

The door into Lab 2 opens for them to enter through. Like the other lab, this room has an energy core providing the energy for her reactor, which means it needs to be disabled quick. But unlike the previous core, this one's protected by a force field which will make it harder to disable.

"That energy core looks like it's protected by a force field." Tails noticed.

"That's gonna be a little difficult to bypass, but we'll have to try something." Spidey wonders how they're going to disable this force field to deactivate the second energy core.

"Hey, Spider-Man! Over here!" An Alchemax scientist waves his arms from nearby as he shouts the hero's name to get his attention and assistance.

"You're an Alchemax employee. Are you here to help us or get us killed?" Spider-Man asked the unnamed scientist.

"Help you! Doctor Patel is crazy with her experiments they could get us killed! I can help you lower the force field around the power core. Just watch my back." The scientist replied, wanting to help Spider-Man instead of Patel's extremely dangerous experiments.

"Alright, but we have our eyes on you if you try anything funny." Spider-Man warned the scientist to not betray them if he knows what's good for him.

"I won't! I promise!" The scientist hurries to the terminal in front of the core and starts using his science to deactivate the barrier. "I almost got the security down!" He informed the heroes.

"Good." Spidey responded.

"It's the fugitives!" As expected, some corrupted Public Eye cops working for Patel run out a side door to arrest the heroes and prevent them from succeeding with their plans to deactivate the force field.

"These guys again?" Weiss remarks, tired of being mistaken as a criminal by these corrupt cops.

"Hey, Public Eye. Isn't there somewhere more productive you could be doing? Like eating donuts maybe?" Miguel jokes, striking his quick claws down on the officers.

The heroes do whatever they can protecting the scientist from the crossfire as he continues working to get the force field down. "How close are we shutting down that force field?" Miguel asked the scientist while web-slamming a cop to the ground repeatedly.

"This is taking a little longer than I thought! Just need another minute!" The scientist replied.

"Uh-oh! Spidey! They're bringing out the big guns!" A slightly worried Tails points to one of the heavily-armored cops, a S. .E., approaching them from the door along with a few more cops by his side.

"A S.I.E.G.E.? This'll take a while." Spider-Man says as he prepares himself for an annoying battle with the SIEGE solider.

"I don't think so." Weiss quickly forms a glyph to utilize another Trans-Summon, this time summoning a copy of Scorpion 2099 to fight by their side for a quick moment. This powerful summon easily demolishes the puny officers and gives a good fight against the SIEGE. The armored cop launches its missiles to destroy it, but the summon jumped over them and counters with acid blasts that weaken his armor before finishing him off with a brutal tail slam to the ground.

"There! Did we buy you enough time?" Weiss asks the scientist as her summon disappears.

"Success! Barrier down!" The scientist cheered as the barrier protecting the energy core disappears.

"Good." Spidey remarks as he jumps close to the core and uses his webbing to deactivate it, disabling Lab 2 of power as well.

'_No!' _A hologram of Patel projects itself in the room to complain about the heroes breaking her stuff, _'This is very expensive, DELICATE equipment!' _She complained.

"But they're the best kind to break." Tails quips with a smile, annoying Patel enough to turn off her hologram as they exit the lab back to the main area to see another cable have lost inputting energy to the main reactor.

"Two down, two to go!" Miguel stated.

As they quickly make their way over to the corridor that leads into Lab 3, the heroes are sealed by more force fields that's preventing them from escaping as they are forced to deal with more of Patel's robotic lizard experiments. "Spidey, let's use Time Dilation to get this over with!" Weiss said to the webslinger while they are currently fending off the mechanical monsters.

"My thoughts exactly!" Spidey replied.

Weiss forms a time dilation glyph for Spidey to speed himself to move at near lightspeed, demolishing the robotic monsters with lightspeed spider-strikes that not even their teleporting ability can save them from devastation. Once all the monsters were destroyed, the force fields are down and the door into Lab 3 is open.

"Door's open! Let's get a move on!" Miguel say, as they jump high to where the door is on the upper platform. They quickly run inside a mini lab of some kind before they enter the real lab on the other side, if the doors didn't close on them again and leave them trap inside. "Great! Now what?!" Miguel remarks, when his spider-sense warns him that they need to fend off smaller, more explosive monsters wanting to attack them.

"Whoa!" Tails exclaims as he barely flew away from an explosion of one of the small suicide monsters. "Don't let them touch you! They'll explode and take you out with them!" He warned his friends to not get caught in their explosions.

Weiss keeps on hopping around avoiding their kamikaze attacks while fending off the ones she can handle, "How long do we have to keep doing this?" She asked as one suicide monster almost got the drop on her, if Spider-Man didn't grab it with his webbing and threw it at the door, causing the door to malfunction from the explosion and open for them to proceed.

"Long enough." Spidey remarks before they enter Lab 3.

This lab is a lot larger than the previous laboratories. Miguel spots the end of the corridor into the energy core room is blocked with even more force fields using his Accelerated Vision, but he does see three terminals over there that can be used to deactivate them, and if they want to use the terminals, they're gonna need to rescue the three scientists trapped behind glass doors.

"I get it. Save the scientists, get them to deactivate the force field. Piece of cake." Miguel believed. "Let's split up from here to make things faster." He decided they should split up so they could rescue the scientists simultaneously.

"Okay." Weiss responded, understanding the plan as the trio split up to rescue a scientist.

And of course, the Public Eye are here for their heads and will not go down without a fight, making their rescues a little harder. "Stay where you are, bug!" A cop on his hovering jetbike fires his bullets on the swinging arachnid as he makes his way to one of the scientists.

"Can someone let me out?!" The scientist woman shouts for a rescue behind the glass.

"Look, I'm here to help! Hold on just a sec!" Spider-Man quickly destroys the jetbikes attacking him with his lightning-fast Web-Strikes until he reaches the platform where the scientist is trapped along with more Public Eye wanting to shoot him from the ground. The webslinger pound the platform with all his might, sending all his surrounding enemies airborne from his ground smash as he quickly slashes them down with his retractable claws. Once his portion of the Public Eye were defeated, Spider-Man breaks down the glass door with his webbing, saving the scientist.

"I'm not used to this much excitement!" The woman said as she's being taken to a terminal so she could start shutting off the force field.

On another platform, Weiss is defending herself from a barrage of gunfire from multiple officers at once using a force field of her own. When she noticed the moment to counterattack, she quickly took it and sends inspiral gravitational waves towards them using her Quantum Dust, sending them back into an explosive gravity bomb that suspends them in midair to be quickly defeated by her as she is free to rescue the second scientist.

"HIYAH!" Meanwhile, Tails is letting loose as he delivers a combo of a repeated Tail Swipe and tossing various bombs onto the enemies surrounding him while trying to save the third scientist. A SIEGE member suddenly drops behind the startled fox as he tries to slam his sword on him, but the little hero was able to roll out of the way and under him in time so he could use his science brain to start hacking into the armor and shut it down easily, knocking down the powerless officer with a single strike from his tails as he breaks down the glass barrier trapping the third scientist.

"That's all the scientists. Can you please deactivate this force field?" Tails asked the ladies to help them proceed into the reactor room.

"Shouldn't be a problem with all three of us." A scientist replies as they all work together on the terminals to quickly shut down the force field. "There. They're deactivated." She says as the force field is disabled and they can proceed to the energy core.

"Thank you. Alright, let's go disable this power core." Miguel says as the heroes walk forward.

"Hold on just a second. Look at this hologram." Before she could have him proceed, Weiss wants him to take a look at a circular platform that has spinning hologram standing on it, which suspiciously resembles that of Scorpion. "It's the Scorpion. Patel was the one who hired him to collect the fragments in exchange for a cure. I wonder, if it WAS possible to cure him, would she have kept her promise?" She asked the younger half-brother to the mutated Kron Stone.

Miguel shakes his head with his answer, "No. Patel's not that nice. Knowing her, she might've had plans to take DNA samples from him to create her own Scorpions."

"She was USING Scorpion! Giving him false hope there's a cure out there that'll turn him back to normal!" Tails scowled.

Weiss mumbles a lowly growl, angry at the evil mad scientist for preying on other people's emotions to use as her pawns, "That's just cruel! No one deserves to have their feelings played like that!" She scowled as well.

"I agree." Miguel responds stoically as he disables the third energy core, disrupting power in Lab 3.

'_Oh, wonderful! Another one!' _Patel retorts from the speakers, getting really annoyed with all of these power outages because of the heroes' constant interference.

"You deserve that for using Scorpion, you crazy old hag!" Weiss insulted the mad scientist.

'_DO NOT MOCK MY BEAUTY!' _Patel yelled.

The team returns to the break room between Lab 3 and the main area as they get ready to shut down the last remaining energy core. Before they could proceed to their objective, the doors are shut for a moment as Patel has a few words to share with them, projecting herself as several very annoyed-looking holograms, _'I can't believe I've let you live this long! I'm warning you, fools. Give up now before I'm forced to destroy each and every one of you. I'm a patient woman, heroes. But my patience is at an end!'_

"Oooh, we're really getting under your skin! We keep this up, you're gonna have a meltdown, aren't ya?" Spider-Man mocked her.

'_I won't!' _Patel proclaimed.

"You will!" Tails quipped.

'_SILENCE!' _Patel shouts before turning off communications as the door opens for them to leave, back into the main area where there is now only one cable left powering the reactor.

"Only one more to go!" Miguel stated.

**BGM End**

**BGM-** **Spider-Man: Shattered Dimensions OST- VS Doctor Octopus - Femme Fatale**

A sense of Deja-vu clouds their minds as the heroes were about to enter Lab 4 only for it to be blocked by another force field and guarded by another giant mechanical arm that Patel comes down to use it to fight the heroes a second time. "Again with the arm? Don't you have enough on your back?" Weiss jokes, as this is the second time they'd fight her giant metal arm.

"Let's try this again." Patel says, hoping things will work out smoothly this time and the heroes will die.

"Yeah, let's! You're gonna need the world's biggest SLING, because that arm's about the get BROKEN!" Miguel quipped, ready to take on her new Mech Arm.

"Was that what you're gonna say before?" Tails asked if that was the joke he wanted to finish before Patel ran away the first time.

"Possibly." Miguel remarked.

"DIIIIIE!" Patel yelled, as her arm is ready to attack and has summoned her robotic creatures to assist their creator to kill the heroes.

Her machine mutants are definitely making this version of the fight a little tougher, so Weiss and Tails work together fending them off to give Spider-Man the chance to take out their master. "This won't end the same way twice. I've fixed the bugs of my invention so there's no way you'll be able to harm me." Patel proclaims to the webhead, as she continuously has her giant arm to attack him but keeps missing.

"Not seeing much of an improvement since it still can't catch me." Spidey quips, as he dodges her pathetic attacks with his speed.

"Do NOT underestimate my GENIUS, arrogant cow!" Patel roars as she thrust her arm to attack the webslinger, once again unaware she is being lured to strike the purple electric pad he was standing on before dodging her attack, allowing the electricity to stun herself and her machine for a short while, "Are you serious?! AGAIN?! I thought I fixed this problem!" She yelled.

"Not as smart as you think, are ya!" Spidey mocks, jumping into the air to defeat her with a powerful web-strike to her suit, disabling her mech arm in the process.

"Babbling jackanape! Must you fools ruin EVERYTHING!?" Patel yelled in increasing rage.

"Is that a trick question?" Miguel quipped.

"What's a jackanape?" Weiss casually asks Tails, who just shrugs with no answer at all.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **Sinister Science**

Patel flees once again in anger from her second defeat by the heroes as the force field shuts down and they can finally infiltrate Lab 4, finding themselves standing on a platform at one end of a long, technological corridor with seemingly no proper bottom. "Hello, let's see where this go. Weiss, hang on tight." Spidey says, as the young heiress latches onto his back as he swings them through the corridor while Tails flies beside them. Quickly now, they arrived at the other end of the corridor landing on a platform under the Alchemax logo.

"Huh. You know, I just noticed, but why does the Alchemax logo look strangely like the Avengers' own?" Tails asked a quick question the strange resemblance of the Alchemax's logo to the Avengers logo.

"That because it kinda is." Miguel answered. "I've been working here for YEARS and I still can't believe they just flat out ripped off their logo."

"You must be joking. What is WRONG with these guys?" Weiss wonders as they enter a small room with another trapped scientist behind a glass door.

"HELP!" The woman shouted at them to save her.

"That woman is in danger! We have to help her!" Weiss says, and she would've saved her already if a hologram of Serena Patel didn't interrupt her first, "You again?! You don't know when to quit, do you?" Weiss asked the crazy mad scientist.

'_You're not the first to try and stop me, heroes. Even some of my subordinates have accused me of megalomania.' _Patel responded, implying she's always been a little nutty and dangerous even by her fellow scientists.

"And let me guess, you listened to their concerns calmly with an open mind?" Miguel quipped.

'_Not quite.' _Patel responded stoically.

"That was my guess."

'_Public Eye! We have intruders at Lab 4!' _Patel ordered some officers to come into her lab and stop the heroes by any means necessary.

The heroes do their best dodging the incredible gunfire unleashed on them from the police. Miguel quickly uses his Accelerated Vision to help himself move a lot faster and disarm their weapons before they even noticed, allowing Tails and Weiss to easily take them out while they were defenseless. "GET ME OUTTA HERE!" The scientist shouts, still trapped behind a glass door, which Miguel quickly breaks open with his webbing.

"You're safe now." Spidey said to the rescued scientist.

"Thanks, Spider-Man. She wasn't always like this. Ever since that artifact fell into her hands." The scientist tells them that Patel wasn't always this crazy, which is kinda hard to believe.

"We can connect the dots, though I'm pretty sure she was crazy beforehand. Call it a hunch." Weiss quips with her arms crossed. "Can you help us get past this barrier?" She asked the scientist to deactivate the barrier that's blocking their progress.

"I can try. Hold on!" The scientist walks over to the terminal next to the barrier and begins working to disable it.

'_You thwart me AGAIN?!' _Patel noticed the heroes defeated the Public Eye that was sent to kill them and she is angrier than ever, moreso when she also notices they're trying to disable the barrier, _'What are you doing? No! NO!' _She shouts as the barrier has been disabled thanks to the rescued scientist.

"That takes care of the barrier!" The scientist told the heroes.

"Alright!" Tails responded happily.

'_There must have been a power fluctuation!' _Patel's arrogance believed that might've been the case while the heroes quickly hurry to the power core.

"There was, and it was caused by your ego!" Miguel quipped as they make it to the power core area, which also shows a hologram of the Hobgoblin floating in front of the device.

"Hey look, Spidey! It's a hologram of the Hobgoblin!" Tails pointed him to the hologram.

"This confirms Alchemax's involvement in his creation. Patel created the Hobgoblin, possibly using the DNA of previous Goblins, to create a cyborg clone with the added abilities to collect the fragments and kill me." Spider-Man deduces the origins of Hobgoblin 2099, simply a clone created by Serena Patel.

"Though when we fought, it seemed like Hobgoblin wanted to BETRAY Patel and destroy the world himself. Heh. Seems like no matter the era, you could never trust a Goblin." Weiss scoffed.

With that little interesting conversation done, Miguel did his job and finally disabled the last reactor, and presumably ruining Patel's Condensed Matter Reactor. "There's something so satisfying about this." Miguel jokes as a hologram of Patel appears to reprimand them.

'_Fools! That won't stop me – all you've done is ensure your own doom!' _Patel retorts before leaving.

"Yeah, says you." Miguel remarks until his spider-sense start firing off to the reactor starting to blow up behind them and forming a giant explosion.

"Aww shock!" Team 2099 cursed with shocked faces.

"We gotta get outta here!" Miguel quickly grabs Weiss as he web-swings them away from the explosion as fast as he could, while Tails flies at his top speed next to them.

'_I can't wait to watch you BURN!' _Patel said, praying that this explosion will surely kill them.

"If we keep this up, we might outpace it!" Miguel said.

"What about that scientist lady we rescued?!" Weiss reminds him as they're about to reenter the room they rescued the scientist from earlier.

"Aww shock." Miguel muttered.

"I could use a lift too, guys! I don't want to die!" The scared scientist frantically waved her hands for an immediate rescue from the incoming explosion.

"I got you!" Tails quickly grabs her hands and flies away with her from the approaching explosion.

"What's happening?!" The scientist asked the heroes why they're running away from an explosion.

"Your crazy co-worker has become even crazier!" Miguel quipped. "Hurry! Head inside that room where it should be safe!" He points Tails to follow him into the small room ahead with the scientist.

And as quickly as they could, the heroes just managed to escape from the explosions as they jump into the sealed room where it's safe to rest and catch their breath from the fire. "That was a little too close." Weiss coughed as Tails gently puts down the scientist in the room.

'_You three have done better than expected. But it ends now.' _Patel's holograms come to taunt them once more. _'I admire your persistence, heroes, but it's taken you as far as you'll go. I admit, I'm impressed, but then, I had low expectations. I hope you enjoyed your little run while it lasted, because it's over.' _

"You're just jealous." Miguel quips as her holograms disappear from the room.

"Or extremely arrogant. She acts like a spoiled child with her temper tantrums." Weiss mocked the mad scientist for acting like a baby sometimes.

"Ah, so she's a female Eggman. You can definitely make the parallels between them." Tails joked with a smile.

"That's why she is one of the few villains I ENJOY making fun of." Miguel quips as they return to the main room. With all four reactors down, the main central reactor room at the top is open again for them to reenter and finally put a stop to Doc Ock 2099 for good. "That oughta do it. Let's go finish off the science squid." Miguel stated, and with his friends by his side in agreement, they hurry back to the central room.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Doctor Octopus - Femme Fatale**

Spider-Man zips up to the giant metal sphere while Tails flies and Weiss uses her glyphs to catch up as they return to the central room, where Ock 2099 awaits them attached to her Condensed Matter Reactor. "It's over, Patel! Consider your science project a complete and utter failure!" Weiss declared.

"Congratulations, you've shut down a number of redundant energy batteries. A minor inconvenience!" Patel rebutted, seemingly unworried by their efforts to shut down her reactor.

"I dunno. You seemed pretty ticked off when we shut them down." Tails quipped.

Patel angrily retorts, "SILENCE! As long as I have the artifact, my Reactor is UNSTOPPABLE! And the destruction I wreak with it will be a testament to its magnificent design!"

"Really? Doesn't seem like much of a machine if it gets all its power from a magic rock." Miguel mocks her.

"You cretin! Do you have even the slightest idea what complicated engineering is required for it to successfully derive energy form a mystical artifact?! Do you?! DO YOU?!" The enraged Patel asks as she has finally reached her boiling point with them.

Team 2099 shrugs simultaneously as they respond to her question with a casual, "Meh."

"I'LL KILL YOU!" Patel yelled.

The extremely furious scientist surrounds her in an impenetrable barrier while attached in the center of her reactor, using its energy to sweep the floor with extremely painful lasers that the heroes will have to avoid. Weiss does that so she can fire lasers projectiles from her glyph at her, but her force field protects her from all damage as she blasts the Schnee with her lasers.

"We can't hurt her while she's hiding in the reactor! How do we get her outta there?!" Weiss asked while jumping over the heated floors from the lasers she's trying to avoid with her life.

"These switches might do the trick!" Tails tries to pull on one of the large hubs on the side of her platform using his extremely inefficient strength.

"Let me take care of this, Tails! Just get ready to attack when her barrier's down!" Spidey replies as he pulls on the switch with his webbing.

"What do you think you're doing?!" Patel shouts while focusing her attacks on Miguel instead.

"Pulling the plug!" Miguel dodges her laser fire while flipping to the other side of her reactor and quickly pulls on the other switch to shut it down, disabling her force field long enough for Tails to knock her out of the reactor with a Spin Dash.

"QUIT THAT!" Patel growls with rage as she uses the energy she managed to absorb from the reactor to surround herself in another shield.

"Another force field? Are you THAT insecure?" Weiss mocks the rampaging scientist, roaring angrily as she charges at them with her very fast-moving tentacles that are admittedly a little difficult to avoid in time. Weiss and Spidey try to attack, but that force field makes it almost impossible to touch her, but Tails seem to notice a weakness in her barrier while flying above her.

"Does she not realize she's consuming a great deal of energy trying to hurt us? Maybe we can use that to our advantage!" Tails deduced. "Spidey, Weiss, just keep avoiding her for a little longer!" He advised them

"Shouldn't be too hard!" Miguel jokes while flipping away from each piercing strike from her tentacles.

"How'd you survive this long is beyond me!" Patel continues attacking Spider-Man until her barrier got hit by shots from Weiss and Tails respectively. Though they didn't do any damage, they still pissed her off as she wants to crush them next, "You fools want to die?! Fine by me!" The dimensional heroes continue running away from her rampages, purposely having her expend too much energy until she realized she expended too much, "Power level: low? I need to recharge, then I'll be finish with you inferior specimen!" She comes to the center to attach her tentacles to her reactor to recharge her energy, unleashing a powerful shockwave to attack them with in the process.

"Bad idea taking a nap during a fight!" Miguel kicked her away from her reactor during her recharge, quickly grabbing her arms to slam her on the floor with before violently throwing her away. Before she could recover, Patel is electrocuted by energy shot from Tails' Arm Cannon using supercharged Electricity Dust, leaving the mad scientist stunned long enough to get comboed by Weiss while her weapon is powered up with quantum energy from her Quantum Dust.

"I've had enough of you!" Patel quickly breaks away from the Schnee's attacks as she returns to her reactor to get a little more serious. Her impenetrable barrier returns as her hologram self projects from the Reactor itself to look intimidating, using its energy to summon her robotic monster minions to fight for their creator.

"I think it's time I end this charade!" Patel proclaimed.

"Good. You haven't been very impressive so far!" Miguel quips while fighting her robot monsters and avoiding the lasers from the furious scientist.

Weiss stabs a machine monster through and kicks it down as it disintegrates, leaving only it's unstable energy core for her to take a quick look at, "These unstable energy cores are pretty powerful. Maybe powerful enough to disrupt her shield. Only way to find out!" Weiss throws the energy core at Patel and her force field, which was surprisingly damaged by the explosion from the bomb.

"Do not throw my own creations at me to hurt me?!" Patel yelled at the Schnee.

"Oh, I'm sorry. I was just testing a little theory like any GOOD scientist would, and it seemed to have worked." Weiss replies while giving the furious mad scientist a mocking smirk. "Guys, throw those monsters' energy bombs at her shield!" She advises her allies the method to finally defeat Patel.

Tails throws the bombs with his twin-tails at her as Spider-Man does the same with his webbing. Weiss destroys more of the genetic monsters to use their bombs to disrupt Patel's shield more and more, and it appears to be working immensely as her shield is starting to fluctuate and lose energy. "No! NO! NO! Stop this insanity! I'll make you regret this! I SWEAR IN THE NAME OF MY SUPERIORITY!" Patel yelled as her suit is also losing power.

"Then have yourself a superior defeat!" Miguel quips as he throws the remaining bomb that was powerful enough to finally disable her shield and defeat Doc Ock 2099 for good as she falls to the ground unconscious.

**BGM End**

"Gotcha." Miguel runs over to catch the unconscious, moaning supervillain as the heroic gentleman he is, even to someone as psycho and insane as Patel. "You're right. I am incredible." He quips to her unconscious moan.

"We did it! According to my calculations, that should be all of the fragments in this dimension!" Tails happily shares a high-five with Weiss after they have successfully stopped Patel's plans for the world domination and recovered the final fragment in 2099 AD.

"Alright! We're one step closer saving reality!" Weiss smiled.

The final fragment of 2099 does emerge from Patel's unconscious body for Spider-Man to collect for the team, "Now, let's get this back where it belongs!" He said as their mission is coming to a close.

* * *

**BGM- Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: We're nearing the end of this shattered dimensions crisis. Just two more chapters left and a possible epilogue until we're done with this story. Look forward to see how Team Ultimate will recover the last fragment in the Ultimate Dimension. If their last two missions are any indication, things will get extremely crazy.**

**Next time: Absolute Carnage!**

**Question of the Chapter: Don't remember if I ever asked this (if I did, I'm sorry), but what is everyone's favorite Spider-Man game? Explain why?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	14. Issue 13: Ultimate Carnage

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Spider-Man 2099: The name's Miguel O'Hara. I'm the Spider-Man from the year 2099. So Serena Patel was behind the Hobgoblin and Scorpion cases. She hunted down the fragments so she can use them to power her reactor and destroy the city, most likely to prove she's superior to everyone else like the original Doc Ock. And just like him, she was defeated by a Spider-Man and her plans were foiled. That's the last fragment in 2099. There should only be one fragment left. Which dimension is it in?**

**BGM End**

* * *

_Issue 13: Ultimate Carnage_

**Triskelion (Ultimate Universe)**

**BGM-Spider-Man 3 Game OST-Black Tension**

"HELLOOOOOO! Is anyone home?! It's the girl scouts, and Knuckles! I know you don't know two of us, but we kinda need your help saving the universe!" Yang jokingly shouts as she's entering SHIELD headquarters, the Triskelion.

She and Knuckles carefully walk through the front yard leading to an entrance, taking note that the place seems completely abandoned. Everything is quiet. Too quiet for what supposed to be the world's greatest military force that houses hundreds of specially trained SHIELD agents that can take on almost anything. For no one around is a big sign something happened, and it's not good.

"No one's home." Knuckles said, noting something is amiss in the Triskelion.

"Great. Just great." Ultimate Spider-Man complains while swinging around the building above them being put in a bad mood because of this. "I figure, why not swing by the Triskelion and see if we can get some help from Nick Fury or any of his S.H.I.E.L.D. agents…" He says as he notices his friends found something odd down below, "…and this is what we find?" He remarks as he lands before a hole into the building that was blown open from an explosion of some kind.

"Where did this hole come from? Was there a prison breakout?" Knuckles wonders as they carefully enter through the destroyed hole into the Triskelion.

"Either something really big happened here, or Nick Fury has terrible taste in decoration." Spidey jokes while keeping a serious tone, getting a bad feeling as they walk past the flames.

While walking through a hallway deeper in the building, Knuckles grunts in pain from suffering a small headache. "Are you okay, Knuckles?" Yang genuinely asked the echidna.

"I'm fine, but it's weird. I'm sensing the fragment here in the Triskelion." Knuckles replies as he rubs his head.

"SHIELD found a fragment? That makes things easier." Yang remarked.

"Maybe, but, something's different. I'm sensing its energy spread throughout the facility, and it feels…mutated somehow." Knuckles said ominously after sensing the fragment's energy here in SHIELD HQ.

"What does that mean?" Yang pondered.

Their questions are answered in ways none of them expected when they entered a control room. The moment they walked inside, Spider-Man suddenly stops in his tracks in horrified shock from what he found, "Oh no. No, no, no."

"Pete, what's wrong?" Yang asks him as she and Knuckles walks up to his side to figure out what got him so spooked. What they saw was hard for them to describe as they too quickly became frozen in horrified shock from what they're staring at. "Wha…What in the…What is…" Yang doesn't know what to say, and you can't blame her when they're staring at numerous husks of dead SHIELD agents scattered around the room with some entangled by mysterious red webbing.

"These are SHIELD agents. What happened…? It looks like something DRAINED the life outta them." The shocked Knuckles asks as while staring at the drained agents.

Ultimate Spidey seems to be only one who truly recognizes the immense danger they had the unfortunate timing to get involved, "I've seen this before…this red goop…bodies drained to husks…" In a rare moment in his life, Peter is seen looking very serious as he clenches his fists and glaring ahead in anger as he knows full well the monster that caused this mess, "There's only one thing that could do this. One thing…" He said, sounding very dark and serious.

"What is it?" Yang asked him.

"_**GYRAAAAAAAAAAAGH!" **_Suddenly, a frightening monstrous roar echoes throughout the building that quickly got the startled heroes to put up their guard.

"Was that a monster?" Knuckles asks after being startled from the mysterious growl.

'_Prisoner 900M has escaped holding. All available security units to Prison level.' _The security voice spoke through the speakers, informing any and all remaining SHIELD personnel to come quickly and apprehend the escapee.

"Prisoner 900M?" Yang questioned.

"In the entire history of having bad feelings, the one I'm having right now is the worst." Spider-Man said, feeling intensely nervous of the situation.

"Spidey, what's going on? Just WHAT are we dealing with?" Yang asked him, hoping to learn something about this mystery enemy.

Spidey doesn't want to talk about it as this is a mess that's personal to him, but he knows if they want to survive the coming carnage, they need to know who and what they're up against. "What I'm about to tell you isn't easy for me to say…" He turns to his friends with a serious look on his mask. "You know this black suit I'm wearing? There's another one just like it created from a sample of my own blood, infused with the chemicals from my father's research on this suit. Born from it is a red parasitic monster that consumes others to sustain itself like a vampire." He said straight with no jokes whatsoever, meaning he's very serious, which is something to take serious as he's rarely serious about anything.

"A red parasitic monster…" Yang ponders on this for a moment, until her eyes quickly grew wide with shock as she knows the identity of this beast, "Oh god no…Carnage…You mean Carnage exist in this universe?" She asked him while looking terrified to the face.

"If that's what you call him, yeah." Spider-Man answered.

"So that freak we heard screaming was Carnage? Not good at all." Knuckles remarks, shocked to learn their next enemy is the Ultimate version of that symbiotic monster. "Carnage is probably THE worst serial killer in the world! He's a pure psychopath, and the guy behind the suit isn't any sweeter, Cletus Kasady. Is he Carnage in this universe too?" He asked the webhead.

"No. This is where things get a little complicated. The one wearing that suit is a good friend of mine…Gwen Stacy." Spider-Man said stoically, which shocked his friends straight to their hearts.

"Gwen?! She's ALIVE in this universe, as Carnage?!" Yang responded, absolutely shocked to hear a version of her Peter's lost first love is still alive in this dimension.

"Not exactly. It's actually a clone of Gwen wearing the suit. The original was that monster's first victim!" Spider-Man replies, sounding a little angry as the death of Gwen Stacy is still fresh in his memories.

"Oh no…I'm so sorry…" Yang responded sadly to hear Gwen died in this universe also and was replaced with a clone possessed by Carnage.

"So in this universe, Carnage was created from your DNA and is bonded to a clone of your dead best friend? That's just…just…SICK beyond words!" Knuckles commented angrily, wanting to pulverize the moron who created Carnage to have Peter suffer.

"Believe me, out of all my enemies, I feel the most responsible for this monster. We have to stop him before he destroys the enter Triskelion." Spider-Man said, determined to the heart that he'll do everything in his power to stop Carnage before he destroys everything in his path.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **Lock Down**

Ultimate Spidey leads his friends down a wrecked hallway carefully so they won't get potentially ambushed by Carnage. "Okay. Keep it together." Peter said to his friends while trying to be as fearless as he can through this living horror show.

"AAAAAAH!" A dying SHIELD agent suddenly screams while being thrown bloody at a window they were walking past in the hallway.

"Aah!" Team Ultimate shouts from the jumpscare, thankful the dead body didn't break through the glass.

Things get even creepier after they walked out of the hallway. The heroes stand on a ledge above a large room that has been filled with dead SHIELD bodies, leaving the good guys horrifyingly disgusted. "My god…It's a massacre." Spidey comments through his disgust.

"Gwen really did this? Even if she is a clone, is there no way to reach her?" Yang asks as she can't comprehend any version of Gwen Stacy could turn into a heartless killer of destruction.

"I wish. C'mon, we gotta keep moving. There's no helping them anymore." Spider-Man says as he jumps down the ledge before his friends. They pass by the corpses on the floor that makes them sick to the stomach with every one they see as they walk by them. But midway over to a door, Peter has his head buzzing like mad because his spider-sense detects something, and it seems to be coming from the twitching corpses that should be dead. "This shouldn't be possible…" He mumbles as the supposedly dead SHIELD agents slowly rise from the floor, making weird moans as all of them start moving towards the heroes.

"Zombies?! How are they standing on two feet again?! They should be DEAD?!" Knuckles responds in horrified confusion.

"I don't know!" Spider-Man responds while dodging some of the zombies' slow attacks and counters with powerful tendril strikes, "The red goop must've brought them back to life! That doesn't make any sense!"

"We can discuss the science later, Peter! We need to get out of here before they swarm us!" Yang retorts while unleashing her explosive punches on several zombies to give themselves some space.

Some of the zombies rush to overwhelm Spidey with numbers, but a spinning tendril flail told them that was a bad idea as they lie down dead again. "Fortunately, they're not very strong, but I've seen enough horror films that strength isn't everything." Spidey jokes as he rushes to pull down a door that leads to another room with his webbing. "Door's open! Move!" He shouts as his friends rushes into the next room while he throws the broken doors onto the remaining zombies with his ultimate strength.

In the next room, there's another zombie horde waiting for them, much to their annoyance. "Aw great. More?!" Yang remarks.

"Hey, there's someone else here!" Knuckles points to a scared woman surrounded with zombies from across the room.

"Get away from me! Please! Please…" She traps herself in a room as she's frightened for her life, but the zombies start to attack the door repeatedly to break in and kill her.

"Hang on!" Spidey shouted to the woman.

Knuckles quickly leaps into the air towards the door and slams his fist into the ground, scattering the zombies with a powerful shockwave as he stands guard and punches away anyone else trying to break in. Two zombies got webbed and yanked into Spider-Man's punches as he morphs his hands into tendril whips to flail around and demolish a huge chunk of the zombies quickly. Meanwhile, Yang brutally uppercuts a zombie into the air, then quickly elbowing another one and blowing him away with a powerful shockwave from her explosive punch that knocks him down onto more dead zombies.

"It's safe now. You can come out." Knuckles said to the lady behind the door, as the situation has been dealt with for now.

The woman nods as she can see the zombies have been killed again and opens the door to personally thank the heroes who saved her, "Thank you." She said to them.

"You mind explaining what the hell is goin' on?" Spider-Man asked the scientist.

"Carnage." She simply answered through her fear.

"Yeah, that much we got." Peter quipped.

"No, that red monster, the clone, that's what we call him: Prisoner 900M, case designate 'Carnage'. He escaped while, uh, we were studying him." She replied nervously. "I managed to lock him out of here, but then the agents he killed somehow…re-animated themselves…" She informed the heroes of Carnage's new, terrifying power.

"He never had that kind of power before. Tell me this doesn't have anything to do with him being exposed to a mystical fragment." Spider-Man presumed that's how Carnage has become more dangerous than before.

"My god. How did you know?" The scientist responds in surprise, as that's exactly what SHIELD had done.

"You stupid…" Peter mutters angrily while giving himself an annoyed facepalm, as the heroes are not happy with SHIELD for practically giving Carnage the fragment.

"What is WRONG with you people?! There's a girl bonded to that monster! Why would you do that?!" Yang shouts at the scientist, furious with SHIELD for experimenting with the Gwen Stacy clone bonded to that monstrous symbiote.

"We had to risk it! The energy readings we got when the two were in proximity suggested-." The scientist argued, but nobody was in the mood to hear her excuses.

"Just. Open. The door." Peter ordered, doing his best to not unleash his rage on her.

The scientist knows better than to continue arguing with super-powered teenagers and quickly turns to the terminal to open the door that'll lead them to Carnage, "You're -? Wait – you people are going in there after it? Why?" She then asked them why risk their own lives to stop a monster such as Carnage.

"Because great power comes with great responsibility. Something you wouldn't understand." Spidey tells her his famous motto with a mean glare before he and his friends rush into the next room where Carnage is in.

Once inside, they see Ultimate Carnage is in the middle of draining the remaining lifeforce of a SHIELD agent with his back tendrils. "That thing definitely looks like Carnage. A _pure _monster, no matter the dimension." Knuckles scowled.

Before the heroes could think about fighting Carnage, a new player shows up from another door to assist. A large silver-colored, humanoid battle robot specifically programmed to fight monsters like Carnage. "What's that?" Yang asked the webhead about the robot.

"That looks like a newer version of SHIELD's Spider-Slayer robots." Peter answered.

"SHIELD created Spider-Slayers? To what? Kill you?" Yang asks, as she is surprised that SHIELD would even dare create robots specifically designed to kill Spider-Man.

"My relationship with SHIELD is strained at best!" Peter quipped.

"**Symbiotic presence detected! Purge protocol engaged!" **This Spider-Slayer Mark II confronts Carnage with its flamethrower to burn it alive, screaming in agony.

"What the-!?" Spider-Man remarks in shock that the Spider-Slayer is actually hurting Carnage with fire, hinting to its weakness. The red monster couldn't handle the heat anymore and flees through an open door while growling at its enemies. "Hey, all right! Score one for the flamey robot thing." Peter cheers for the slayer, until his spider-sense kicked in about the robot now having its sensors targeted on him, or more specifically the black suit he's bonded to, "Whuh-oh!"

"**Parasitic organism detected! Purge protocol engaged!" **The Spider-Slayer walks over confronting the webhead with its weapons online and aimed at him.

"Who's he talking about?!" Knuckles asked.

"Spider-Man, you idiot! He's wearing a symbiote too, remember?!" Yang retorted.

"I knew this black suit was a bad idea!" Spider-Man quips while forced to dodge the slayer's flames himself.

"Wait, this is a good thing!" Yang said for some strange reason.

"How is this a good thing?! I'm about to be barbecued!" Spidey quips while throwing objects at the slayer to prevent it from roasting him.

"No. It's targeted on you but not us, because we're not bonded to a symbiote. Meaning it won't bat an eye while we trash it into scrap!" Yang delivers a powerful right swing on the slayer's back, damaging it. And as she suspected, the slayer continues to ignore her for the symbiote bonded to Spider-Man. "See? I knew it! Just keep it distracted while we deliver the goods." Yang advises the webslinger.

Spidey follows with the plan while still lending in some assistance using his web shots to slow the slayer down a bit. That way, Knuckles and Yang could weaken the robot long enough to deliver a double punch through the torso, kicking the destroyed slayer down.

"That solves that. Thanks for the assist." Spider-Man thanks his friends.

"Not a problem. We need to keep moving." Yang says as she gestures them to keep pursuing Carnage.

The ultimate team chase the rampaging Carnage outside, where they quickly witness that all hell has broken loose at the Triskelion. Dozens of zombified SHIELD soliders swarm the few Spider-Slayers in the area and slowly overwhelm them. SHIELD copters are fighting the infestation from the air, unleashing all the weapons they got on the zombies before Carnage and his monster posse lunge at the copters and kill the pilots inside.

'_It's all over! We need backup NOW!'_

'_Mayday, mayday! I can't hold them off!'_

"There are zombies EVERYWHERE! This would be a good time to call the Avengers!" Knuckles says as the heroes do their best to ignore as many zombies as they could to save energy.

"The who?!" Spider-Man asked about the Avengers, as it sounds like they don't exist in his universe.

"You know, earth's mightiest heroes!" Knuckles answered.

"Oh, you mean the Ultimates." Spidey understood while fighting some zombies that they couldn't avoid.

"Yeah! Whoever they are." Knuckles responds with a confused face, as it would appear this world's Avengers are referred to as "The Ultimates".

"Last I heard, they're in Europe, dealing with something big." Spidey replied.

"As opposed to this 'small, little thing' here," Yang quips while punching down the zombies that were trying to swarm her for a moment, "I bet they're really on vacation, which is something I'm gonna need if we survive this apocalypse!"

"You and me both, sister!" Spidey remarks.

Team Ultimate spots Carnage being assaulted by bullets from a helicopter. The beast roars from their annoying attacks and jumps over a mess of flames to escape his pursuers. "We're gonna stop you, whatever it takes!" Spidey says, chasing the monster on toppled towers while his friends glide over the huge fire pit to another battle royale on the other side.

"There's more here?!" Knuckles said while confronting more zombies and slayers.

"Have you forgotten?! We're in the middle of a zombie apocalypse!" Spidey retorts, unleashing his large tendrils to slam on the zombies.

"This brings back bad memories of the symbiote invasion we had to endure back home." Yang recalls a similar symbiote infestation that plagued cities like New York a few years ago while fighting the zombies.

"Wait! You mean these things were attacking your world?! Like everywhere?!" Spider-Man asks while demolishing the zombies and a slayer.

"They didn't look like zombies! Just people bonded to alien parasites and it was a total nightmare! My Spider-Man almost turned into a monster because of those freaks, and Carnage was a player in that catastrophe too!" Yang briefly described what her world's symbiote invasion was like, all while punching away more zombies.

"If this Carnage escapes into the city, there's no stopping him! It'll be the symbiote invasion all over again!" Knuckles remarks while sending some zombies through the air with his fists.

"Yikes! There's no way I'm letting that happen!" Spidey declares as tendrils burst from his body to kill the remaining zombies in the vicinity.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **Lock Down (V2)**

But in every room, the heroes keep fighting horde after horde of zombies that don't know when to quit. They may be easy to kill individually, but as a swarm they're a little more difficult to handle. Through their teamwork, they survive each horde with a few scratches until their pursuit of the main monster took them inside a large prison-like room.

"No way." Spidey looked inside the prison cells and wonders if his eyes are messing with him, as it looks like the prisoners behind bars have become affected by Carnage's symbiote and have transformed into creepy copies of himself.

"See? This is what I was talking about. People turning into monsters by symbiotes." Yang told him.

"Great. Because things weren't sucky enough." Spidey remarked, sounding annoyed.

The holographic shields that imprisons the prisoners quickly disappear because of this infestation, so now the infected monsters are free to serve their new master and kill the people that imprisoned them.

"They're breaking out!" Knuckles noticed.

"Then take them out!" Yang responds, smashing her explosive punches onto the monstrous spawns.

"I know we're gonna have to fight all these things. I just know it." Spider-Man says while striking his tendrils on the monsters.

"I rather they not!" Knuckles retorts while throwing a flying punch on a monster, knocking it into the flames to burn.

As Spidey predicted, each row of prison cells opens up every minute for their infected prisoners to come out and rain carnage in the facility. Some of them want to jump down to the party, but are almost immediately blasted into pieces by shots from Yang's shotgun gauntlets as more of them follow suit until none of them are left and the exit door finally opens.

"Yeah. Now it opens." Spidey says, a little annoyed that the door took so long to open but it quickly didn't matter to him anymore. He's just glad that it did open so they could escape into a larger prison room where more spawns of Carnage are causing a ruckus.

"Spider-Man! Help! Up here!" A male scientist shouts for help from the upper floor.

"Someone's in trouble! We need to find him!" Spidey said.

The heroes once again fight their way through a swarm of symbiotes as they locate the trapped scientist on the third floor. He's taken shelter in one of the cells while three symbiote monsters try to barge in for a killer time with him. The heroes denied them that pleasure with a single punch, saving the poor scientist.

"Are you okay?" Peter asked him.

"I'm fine! Just get me outta here!" The scientist implores him.

"To where?! I don't see an exit!" Knuckles looked around for a way out, finding nothing.

Yang seemed to have found an exit that quickly showed itself on a wall nearby, as a hole revealed itself thanks to all the destruction. "There's one! Hurry and grab the dude so we can book it!" She hurried Spider-Man to grab the scientist so they can escape together.

"Alright! Hang on!" Spider-Man grabbed the man before swinging themselves through the hole with Knuckles and Yang right behind them to keep the monsters off their backs. Once they're through safely, Spidey drops off the scientist in front of a door.

"Thanks for getting me to safety. And good luck stopping this – you're gonna need it!" The scientist wished them luck before escaping through the door.

"You're telling me?" Spidey quipped.

**BGM End**

And after fighting their way through more monsters inside a large hanger filled with Carnage's webbing, the group made their way back outside in the wide wreckage of a crashed Helicarrier, much to their terrified shock that Carnage somehow took one of those giant ships out of the sky. "I don't believe it. Is that a crashed Helicarrier?" Spidey commented.

"This is serious business. Just where the heck is Carnage before he wrecks something else?" Knuckles wondered.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Carnage - Trail of Blood**

"_**GYRAAAAAAAGH!" **_And to their startled shocked, the heroes witness the malevolent Carnage himself lunge from one of the functional reactors that survived the Helicarrier crash onto Spider-Man to attack him.

"You had to say something, Knuckles?!" Spider-Man shouts while lying down on the ground, struggling to knock the clone off of him. The webheads manages to avoid his tendrils long enough for his friends to grab and throw the creature away from him, that way he can have some revenge pummeling on its face for a bit, "I've had ENOUGH!" Spidey shouts while ruthlessly stomping on his face, before throwing the clone into a reactor to burn.

"_**GYRAAAAAAAAAGH!" **_Carnage roars in anger and pain from the heat of the reactor, as he jumps out of it in flames and confront the heroes for another assault.

"This Carnage isn't much of a talker, is he?" Yang quips while fighting the symbiotic clone with her fists.

"Surprisingly, since he has my DNA and all!" Spidey replies, as he's doing his best avoiding Carnage's monstrous assaults.

The symbiote monster was able to punch Spidey away and force him to dodge from the crazy tendril barrage he's assaulting him with, until Knuckles grabs one of his back tendrils and delivers a powerful spiraling uppercut with such force to the face that his fist catches on fire, which really sucked for Carnage. "We noticed you don't like fire! Too bad for you, some of us can create our own fire from our FISTS!" He says, as the echidna smashes the monster onto the side of another reactor and falls down in furious pain.

Carnage runs on all fours, charging at Knuckles until it was surprised with shotgun blasts from Yang before unleashing a flaming punch to his face from her gauntlet, knocking the creature away a bit, "Sorry to do this to you, Gwen, but you're leaving us no choice! Just make things easier on both of us and STAND DOWN!" Yang demanded. Though she never personally befriended either Gwen Stacy from either universe, beside the one with spider-powers, Yang knows how much Gwen meant to Peter and how her death still left a great impact on him to this day. She respects Gwen, and it hurts internally for her and Peter fighting a clone bonded to a monster like Carnage.

"_**GRAAA! GRAAAAAAH!" **_Carnage roars before lunging at Yang with a powerful strike, then tries to connect more claw swipes while the blond huntress does her absolute best to deflect as many as she possibly could.

"Take this!" Knuckles lunges in with a drilling punch that saves Yang from one of its monstrous strikes, sending the creature flying into Spidey's webbing as he spins overhead before violently slamming the beast down to the ground.

Carnage roars again, sounding angrier than ever as he starts using his symbiote to seep into the ground and spread its tendrils all over to attack the heroes. "Be careful! It's seeping through!" Spidey advises his friends to jump away from the ground if they were to avoid getting tendrilled. Meanwhile, Carnage jumps on the edge of a reactor seemingly enjoying the carnage it has wrought onto his enemies. "Now's my chance!" Spidey saw the chance to attack and took it, zipping towards the perching monster and kick him inside the reactor so it can burn alive.

**BGM End**

Alas, Carnage survived being burned by the reactor again and jumped out while covered in annoying flames eating away his flesh. _**"GYRRRAAAAAAAAAAGH!" **_The clone roars as if telling his enemies that he's not done with them yet.

The heroes prepare themselves for another assault against him until they heard a SHIELD agent panicking in their comms, _'Mayday! Mayday! This is Helicarrier Delta-Sierra! Can anyone hear me? Mayday! We're coming back in!' _The man screamed for immediate assistance, which gave Carnage the chance to flee climbing on the crashed Helicarrier while they were too distracted listening to the panicking in their ears.

Spidey quickly grabs ahold of Yang as he zips themselves onto the Helicarrier to climb up with Knuckles. They chase Carnage to the top, only to see him making a beeline for the control tower in the center of the Triskelion. "Where's that freak running to now?" Knuckles asked.

"Looks like he's headed for that control tower." Spidey replied.

The ultimate trio jumps down to a safe place to land as the SHIELD agent from before continues freaking out in their ears, _'Mayday, mayday! Some of those creatures got on board! Repeat, we have been boarded!' _He shouts as the heroes quickly turn around to see the Helicarrier vastly coming into view from the air.

"Is that the Helicarrier they're in? And is it…heading right for us?" Yang stared with horrified fear just as scared as her friends are right now.

'_They're in the cockpit! They're in the -!'_

'_OH GOD!' _Someone else screamed for their lives from inside the now crashing Helicarrier, heading in the same direction as the heroes.

"Oh geez! No, no, no, no!" Spider-Man reacted in horror of the giant ship about to crash on them.

"WE GOTTA GET OUTTA HERE!" Knuckles yelled as he starts gliding alongside Yang, while Spider-Man swings be their side away from the crashing ship

The heroes run like they've never run before. Running at their best speed away from the Helicarrier that's about to crash on them in less than a few seconds. It is intense. The ship chips one of its engines on a destroyed structure and starts tipping down as the heroes are still in its path as it's about to crash. Thinking quickly, Spider-Man grabs his friends' arms and fires a speedy webline that'll zip them away just in time before the crash enveloped them in it's giant explosion.

"AAAAAAAAAAAH!" Team Ultimate yelled as they made a little crash landing themselves inside a hanger.

"I can't believe it! We're alive! How did we survive something like that?!" Knuckles asked, completely shaken after narrowly surviving that crash.

"I dunno. I don't think I've ever been so scared in my life…" Yang pants heavily while on her knees, as she can feel her whole body shivering from a near-death experience like that.

"I never. Wanna do that. Again." Spidey says, feeling his own scared sweat dropping from his face.

'_Evacuate! All cleared personnel out of this area immediately! Move it people! Get those birds in the air, let's go! Come on!' _A SHIELD agent orders the transports ships that are in the hanger with the heroes to get launched into the sky to help fight the symbiotes. Speaking of, their main target, Carnage, is also spotted inside the hanger and hitches a ride on one of the transport ships into the air.

"Get back here, you parasitic freak!" Knuckles angrily shouts at the retreating monster.

"Maybe we can hitch a ride." Spidey suggested.

'_We've taken heavy damage from infected prisoners! I'm losing altitude! All hands, brace for imp-!' _The SHIELD agent was riding a helicopter when he was cut off, as his copter has taken too much damage in the warzone in the sky and makes a loud crash below into a fiery explosion.

"This is INSANE!" Spider-Man remarks, as they are truly in the middle of a symbiote apocalypse.

"Not just insane!" Yang says as they hop onto the second transport before it leaves without them. "We're living a NIGHTMARE! And it's a nightmare we might not have a chance of ever waking up!"

The transport ship does its job and transports the heroes into the aerial warzone between SHIELD and the symbiotes. As much as they want to help, the heroes know that the only way to save the Triskelion is by defeating Carnage and retrieving his fragment. Thankfully, the transport survives the aerial battle as it takes them close enough to the control tower, right next to a broken window they can jump through to infiltrate.

**BGM-Spider-Man: Shattered Dimensions OST-** **Lock Down (V3)**

"Okay, Spidey. Just – pull it together. You're safe now. Okay? You're safe…" Spidey said to himself to calm his own nerves of this hell they're in.

"You terrified, kid?" Knuckles asks him while they're searching the tower for Carnage.

"I'm not terrified! I'm not!" Spidey lied.

"Hey, no one would blame you if you're scared. This is a lot to take in for someone your age." Knuckles said.

"What scares me the most is knowing this is all my fault. If I never gave Dr. Connors a sample of my blood, none of this would've ever happened. Gwen would still be alive and her clone wouldn't be the host for that freak! How do I stop this?" Spider-Man asked, starting to feel a little hopeless they could win against Carnage.

"Easy, Pete. We know you feel guilty about all of this. It what makes you who you are. You have to be brave. Rise up and be greater than yourself. I know one day you'll grow up to be one of the world's greatest heroes. I've seen it with my own eyes. Now it's time to take that first step into adulthood by making a future for yourself, starting by defeating Carnage. And don't worry. We'll have your back. Always. I promise you that." Yang gave him some encouraging words to not give up yet, even when things are looking bleak.

Those words touched Ultimate Spidey's heart as his calming nod tells them he acknowledges the pep talk, "Thanks for that. Kinda needed something to cheer me up." Spidey responds, just seconds before his spider-sense warns him of an incoming swarm of zombies to interrupt their moment, "Oh come ON! Do you guys have my back on this one?" He asked his friends.

"Too late to go anywhere else!" Yang smirks as she cocks her gauntlets for a fight.

The heroes advance through the zombie horde by taking them out with some powerful teamwork action. Spider-Man uses his webbing on Knuckles to repeatedly slam the spinball echidna on the incoming swarm before spinning him around and throwing him take down more. Yang takes out some with swift roundhouse kicks that knocks them out the window. "I think Carnage is up top! Spidey, can you climb me up there?" Yang asked him.

"Stick to me and I'll stick to it!" Spidey quips, grabbing Yang as she climbs themselves outside the wall towards the top.

"Don't forget about me!" Knuckles quickly climbs on the wall as well to catch up with them.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Carnage - Trail of Blood (Fragment Mix)**

Very soon, the heroes are together as they successfully climb to the top of the control tower. "Now what do we have here…?" Spidey wonders as he takes a peep inside before quickly pulling his head away, "Yuh! Don't let 'em see you! Careful…" All three of them carefully peep inside to see a large, disgusting red egg sitting in the center of Carnage's nest, "Okay, just a guess, but I'm thinking…smash the giant egg in the center of the room."

"Not a bad plan." Yang quips as they crash through the window into the symbiotic nest.

'_Spider-Man! Spider-Man! If you and your friends can hear me, this is Agent Welling of S.H.I.E.L.D.!' _Agent Welling speaks to them through their comm link. _'We're sending in new Slayer Robots that have been programmed to recognize you as an ally! Look for the red ones!' _He informs them as they do see the new red Spider-Slayers using their flamethrowers on the Carnage egg and not Spider-Man.

"Well, whaddaya know! Our very own robot sidekicks. I'll call this one 'Herbie'." Spidey jokingly gestures to one of the slayers.

"And I'll call this one 'Barbara'." Yang jokes, pointing to the other red Slayer.

"Guys, FOCUS, symbiote monsters incoming!" Knuckles loudly points to the monster spawns that have been summoned to protect their master's egg by destroying the slayers.

"Get away from my Herbie!" Spidey zips over with some web-strikes to save his robot buddy, fiercely sweeping the monsters with his tendrils so the slayers can continue burning the egg in relative peace.

"RAAAUUUUGGHHH!" Knuckles yelled as he smashes down the symbiotes using his Maximum Heat Knuckles Attack, before swiftly jumping into the air to come down creating a powerful volcanic eruption after punching the ground, causing fireballs and their explosions to demolish the incoming monster and deal additional damage to the symbiote egg as well.

"Keep roasting that egg, Barbara! I'll protect ya!" Yang attacks her enemies with a hook punch with so much momentum that almost spins, then swiftly trapping them into her spinning kicks to get blown away with one, mighty explosive punch.

With little interruptions stopping them from burning the egg, the slayers were successful revealing the growling Carnage from the destroyed egg, _**"GYRAAAAAAAAAGH!" **_

'_Yeah! Take that, big red!' _Agent Welling taunts the monster.

Spider-Man quickly uses this chance to pulverize the monster with all that he's got, then grabs his leg and throwing at a burning structure that falls on him. "Had enough?!" Peter taunted, only for him to quickly lunge at him roaring directly to his face. "Guess not!" He quips, grabbing its tendril so he could pummel his face some more.

"_**GRAAAH!" **_The monstrous clone tries to attack Spider-Man and his friends some if the Slayers weren't burning his skin off. So, he buries his tendrils into the floor to surge and pierce the robots into their destruction.

"Barbara, no!" Yang is distressed at the loss of her one and only robot sidekick. She quickly spots Carnage about to lunge at her, so to avenge her robot, she avoids his lunging claw strike while activating her Semblance to deliver a fiery punch to the face that smash the clone under another collapsing structure that burns. "If you can't stand the heat, get out of the Yang!" She punned.

"Oh god, are your puns always this terrible?" Spidey asked her.

"Like yours are any better." She quipped.

"_**GYRAAAAAAH! GYRAAAAAAAH!" **_Carnage furiously bursts out of the rubble with his tendrils as he grown irritated with these heroes and is fully intent to kill them with a symbiotic charge.

"Oh no you DON'T!" Knuckles charges at the symbiote himself to unleashing another flaming Spiral Upper onto the monster's jaw and send it into the air. But Carnage is becoming crafty, as it quickly fires his tendrils down to launch himself and stomp the poor echidna into a crater. Then it quickly unleashes several wide-reaching tendril whips that soon knock the other two heroes down, deciding to use his tendrils to grab Yang by her arms and slams her down repeatedly and ruthlessly until her Aura reaches a low point and she reaches near unconsciousness.

"_**GRAHAHAHAHAHA!" **_Carnage laughs as he suspends the weakened huntress in midair with his tendrils to start draining her health into his own to replenish his strength.

Spider-Man groans while rubbing his head, quickly looking in horror to see Yang slowly having her lifeforce drained by Carnage, giving him flashbacks of how Gwen Stacy died the same way. "YANG, NO! RRRAAAAAAAAAGH!" Spidey explodes in rage as he enters his all-powerful Rage Mode. "YOU'RE NOT KILLING ANYONE ELSE! NOT TODAY!" Spider-Man forms a giant tendril with his hands to utterly devastate on Carnage, forcing him to let go of Yang as Knuckles hurries to check on her.

"Yang, you alright? Say something!" Knuckles asked her.

Luckily, Yang didn't have too much of her energy drained from her body so she's still very much alive, just a little weak and pale, "Ughhh…I don't have any wrinkles on me, do I…?" She weakly asked him.

"Just a little pale, but alive. Get some rest, okay?" Knuckles advises her.

"What about Peter?" She asked him.

"I think Peter can handle himself." Knuckles answered as they see the enraged webhead decimating Carnage with insanely powerful attacks.

"Alright, Carnage! Let's finish this! Symbiote-to-Symbiote!" The powered-up Spider-Man confronts the clone to a final showdown.

"_**GYRAAAAAAAAAAAAH!" **_Carnage roared angrily as it unleashes a large tendril whip that easily gets grabbed by Spider-Man, so he can repeatedly slam the beast on the ground and yank him to his devastating punches that smashes it into the air to receive a tendril storm from the symbiofied wallcrawler. Carnage quickly escapes his assault and unleashes his own tendril barrage that knocks the spider down to be lunged and clobbered, but the webhead burst out tendrils to free himself and pulverize the clone with a barrage of large tendril whips that it tries it's best to block. Spider-Man quickly tries a different method by webbing his arms down so he won't block, just long enough to deliver a powerful dropkick and get thrown onto a burning structure that collapses on him.

**BGM End**

"Awww yeah! Turkey! You're outta here!" Spidey drops the Rage Mode as it seems he has finally won against Carnage.

All that punishment it received combine with the intensity of the fire has finally taken a toll on him as Carnage is losing the strength to free himself from beneath the collapsed structure, _**"GYRAAAAA…Gyraaaaaaah…" **_

"What? I thought you liked being on fire! My bad." Spidey quips as Carnage slips into unconsciousness as the final fragment emerges for the young hero to collect for the winning team, "And stay down." He said with a serious tone.

"Awesome job, Pete. You nailed him!" A recovered Yang congratulates the webslinger as she and Knuckles approaches him.

"Yang, are you okay? I was worried you were drained to a husk." Spidey asked, feeling greatly concerned for the girl he's starting to see as an older sister.

"Eh, nothing that I can't sleep off, now that we have all the fragments in this dimension." Yang smiled.

"And if we're done, then that means the other Spideys and our friends should be done too." Knuckles remarks, believing their mission to recover all the fragments is complete.

"Let's hope so." Spider-Man stares at the final fragment in his hand, as he still gets a bad feeling they still have one last thing left to accomplish before calling their mission a success.

* * *

**New Vale City (Amazing Universe)**

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

They did it. They actually did it. The Spider-Men and their friends have fought their way from one dimension to the next, faced a number of their most fearsome foes, and found the final fragments of the fabled Tablet of Order and Chaos. But they're not done yet. Remember, there's still a damsel in distress. So what are the heroes waiting for. It's time to hop to it.

"Errgh! What now? There's gotta be SOMETHING we can do." Sonic the Hedgehog asked his other friends in Team Amazing as they're all standing on a rooftop under the night sky discussing an important topic.

"We can't give the final Tablet piece to Mysterio, but if we don't, it's lights out for Madame Web. Think, guys, THINK!" Amazing Spider-Man says as they ponder to themselves how they're going to save Madame Web from Mysterio.

"Hmmmm…" Ruby is in deep thought, thinking of something so daring not even Mysterio would expect from them. Suddenly, with a snap of her fingers, her mind hatches a brilliant, foolproof plan that would work, "I got it!" She says happily as she turns to her intrigued friends of her secret plan.

**BGM End**

* * *

**Madame Web's Apartment**

Mysterio frantically walks around holding a near-complete Tablet of Order and Chaos as he still has Madame Web hostage with his floating sawblades surrounding her, and will kill her if Spider-Man doesn't deliver him the final fragment needed for him to gain complete and ultimate power to rule the world. "After years of pretending, of faking my way with special effects and stage magic…to have a taste of the REAL thing." Mysterio chuckles slightly before frantically walking around again, "I can't wait any longer! Where are they? I want that Tablet!" He demanded until a sudden Tablet piece from Spider-Man's webline easily knocks him out.

"Don't say we never gave you anything!" Spider-Man quips from the window with his friends.

"That was easy. Nice plan, Ruby." Sonic smiles, as knocking out Mysterio with the fragment was her entire plan.

While Mysterio is knocked out for the moment, Team Amazing quickly knocks away the sawblades that threatened Madame Web's life. "Are you okay, Madame Web?" Ruby asked the elder lady if she's okay.

"I'm fine, child." Madame Web answered, grateful for their rescue.

"Now let's get that Tablet away from Mysterio before he wakes up." Sonic rotates his arm, ready to grab the Tablet and take Mysterio to jail to end this inter-dimensional adventure. There's just one problem. The fragment Peter has is suddenly wanting to free itself from his grasp. "Spidey, get a grip on that thing, will ya? What's happening?" Sonic asked.

"The Tablet – it's reassembling itself!" Madame Web answered.

"Oh, great." Spidey said sarcastically as he lost his grip on the fragment.

Now this is a problem. The final fragment reattaches itself with the other fragments, which recompletes the Tablet of Order and Chaos. And unfortunately for the universe, it reassembled right next to Mysterio, who slowly wakes from the highly immense power from a completed Tablet he's absorbing into himself. "POWER…" Mysterio states as his body grows in frightening size as he starts glowing with godly mystical energy, "BEYOND THAT OF A GOD! THE WALLS OF REALITY CRUMBLE BEFORE ME!" And in a blink of an eye, the super-sized Mysterio completely shatters the very fabric of the universe, transformed into a powerful god-like being with powers over reality itself.

The entire universe is in ruins. Everything has crumbled away into floating debris. Almost nothing is left, save for Team Amazing and Madame Web standing on top of the ruins of her apartment.

"Oh my…What awesome power! He shattered reality like it was nothing!" Sonic remarks on Mysterio's newly-gained godlike powers, and admits his power is a little unnerving judging from the nervous sweatdrop on his face.

"That's not good…" Ruby says, finding herself a little more frightened of the godlike Mysterio.

"Madame Web!"

The speedsters quickly turn around to see Spider-Man holding onto a weakened Madame Web that lost her life-support system from reality shattering. "Madame Web!" Ruby shouted in shock.

"Web, are you alright?!" A concerned Sonic asks as the speedsters rush to her side.

"Don't worry about me, my friends! Look! The web of reality – the tapestry of the universe – is unravelling!" Madame Web weakly tells them that the whole universe has shattered because of Mysterio's new godly might.

"YES! A UNIVERSE TO REMAKE IN MY IMAGE! I WILL DEVOUR EVERY DIMENSION – UNTIL ALL…IS…MYSTERIO!" The godly Mysterio declared, basically planning to destroy the multiverse and remake it in his image.

"Web, please tell me you have some Chaos Emeralds or ISO-8 we can use to fight him, because I don't think we can win with just the three of us!" Sonic requests as he believes they don't stand a chance of beating Mysterio by themselves.

"No! Something else! With the walls of reality broken – I can summon your friends and Spider-Man's counterparts – from the other worlds!" Madame Web replied. Using the last of her energy, Madame Web transports the other teams from Team Noir, to Team 2099, and lastly Team Ultimate into this shattered dimension with Team Amazing.

"Huh? Where the heck are we?! This isn't New York City!" Spider-Man Noir asked, as he, Shadow, and Blake are looking around in horror of this shattered world.

"It isn't the future, I can tell you that much!" Spider-Man 2099 replies to his Noir counterpart while standing alongside Tails and Weiss.

"Wait, so there really are other me's in other dimensions?! My mind is totally blown!" Ultimate Spider-Man remarks to the other Spideys while he's with Yang and Knuckles.

"Guys! The other spiders! You're all here!" Amazing Spider-Man greeted his friends and his counterparts from other dimensions.

"Spider-Man, I mean, our Spider-Man, what happened to the universe?!" Tails asked the Amazing Spider.

"Senor Bubblehead broke it." Sonic jokes while casually pointing to the godly Mysterio behind them.

"MWAHAHAHAHAHAHA!" Mysterio laughed, too busy laughing to notice reinforcement have arrived to stop him.

"Mysterio has the Tablet?!" Blake responds in shock.

"Out of everyone, that moron gets godlike powers?" Weiss facepalms.

"If we don't stop him, the entire multiverse will be destroyed and remade in his image!" Ruby told her friends and spiders they are the only resistance left to stop Mysterio.

"We can't have that, can we, other Spideys?" Amazing asks his counterparts.

"Do you have to ask?" Noir stoically answered, ready to kick a god's butt and go home.

"I'm sure with all of us working together, there's no way we can lose! Mysterio doesn't know what he's up against!" 2099 stated, confident that their abilities alone will be enough to defeat him.

"Yeah. I've always wanted to fight someone with the powers of a god." Ultimate responds sarcastically, but sticks with them as they have no other choice.

"Our last chance!" Madame Web weakly speaks to the heroes that have gathered for the final battle. "All of you, TOGETHER, are reality's only hope!" She says, putting all of her hope in Team Sonic and Shadow, Team RWBY, and especially the Spider-Men to save defeat Mysterio and save the multiverse before everything as they know it is lost forever.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: We have arrived, ladies and gentlemen. Mysterio has gained the powers of a god thanks to the completed Tablet of Order and Chaos and plans to remake the multiverse in his image. It is up to the Spider-Men, Team Sonic and Shadow, and Team RWBY to use all their skills if they hope to win and save the multiverse. The final chapter to this exciting story is coming soon.**

**Next time: Remaking Dimensions! Defeat the Arcane God Mysterio!**

**Question of the Chapter: Which version of Carnage do you prefer and why? 616 Carnage or Ultimate Carnage?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	15. Finale: Arcane God of Dimensions

**BGM-Spider-Man: Shattered Dimensions OST-Enter the Web-Head**

**Ultimate Spider-Man: Your friendly neighborhood Spider-Man, at your service. We beaten all the villains and reassembled the Tablet of Order and Chaos. So why isn't this adventure over you may ask? Well, at the last second, Mysterio got his hands on the Tablet and transformed into an all-powerful god that wants to destroy reality and remake it so everybody has a bubblehead. Luckily, Madame Web brought all our friends and the other spiders together for a final showdown. This gonna be so cool! Let's go get 'im, Web Warriors!**

**BGM End**

* * *

_Finale: Arcane God of Dimensions_

**Mysterio's Dimension (Noir)**

The entire universe has shattered. Multiple dimensions have been teared apart into pieces that are floating in a cosmic space of nothingness. The malevolent being behind the destruction of reality is the colossal Master of Illusions, Mysterio. He has gained godlike powers from the Tablet of Order and Chaos, turning him into an Arcane God of Destruction that wants nothing else but to destroy the multiverse and remake it in his image, and his image alone.

"I COMMAND REALITY ITSELF!" Mysterio speaks to any and all that is left in the universe he is currently destroying with his immense power.

"You don't need to get a swelled head about it."

The hero that mocked the arcane god is none other than Spider-Man, but not the Spider-Man he is familiar with, but the Spider-Man from the Noir Universe. Standing together with his new friends and teammates, Shadow the Hedgehog and Blake Belladonna, they consist of the first of the last resistance against Mysterio if they hope to defeat him and save all the universes from his wrath.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Mysterio - Arcane God (Noir)**

The creepy, glowing skull from within Mysterio's helmet looks around for the heroes trying to oppose him, raising his hand casting a powerful light on the area to reveal their presence. Team Noir hurries to find a dark spot to hide from his light while trying to figure out a plan to stop his madness.

"Something tells me he hasn't quite mastered this Tablet thing. Or did he accidently destroy everything?" Blake asked her friends about this ruined reality they're hiding in.

"No, Belladonna. This world is a construct of Mysterio's twisted ideals." Shadow replied.

"And here I thought he was nothing more than a sad clown man doll." Noir quietly quipped.

"We need a strategy. As it stands, he'll DECIMATE us if we fight him head-on." Shadow said, trying to think of a plan to defeat Mysterio.

"What can we do? Sorry to say, but how can we hurt him? He's become a god." Blake asked, worried about their chances of winning.

Shadow scoffs, "He may have become a god, but that doesn't mean he's any smarter. Mysterio is not used to having this much power and decides to play with it like a child. For instance, he's still wearing that ridiculous helmet that's so obviously a weakspot. That's our goal, if we can reach him." He said, referring to Mysterio's bubble helmet as the weakspot they must aim for.

"WHERE ARE YOU, LITTLE SPIDER? IT'S NOT LIKE YOU HIDING LIKE A COWARD WITHOUT MAKING A PATHETIC JOKE! COME OUT AND FACE YOUR GOD!" Mysterio taunts the heroes to reveal themselves into his light so he can kill them in a single blast.

"That's it! Mysterio is not used to a Spider-Man that prefers to fight from the shadows. We can use that to our advantage as we get closer to attack his helmet." Noir says, having a plan that might to their advantage.

"Alright. Let's press the advantage without alerting him to our presence." Shadow likes the plan as the whole team sticks with it.

Team Noir starts making their move towards the gigantic Mysterio, zipping across several floating platforms when he's not shining his light on reality. "THERE IS NO USE HIDING! YOU CANNOT ESCAPE MYSTERIO, ALL-SEEING, ALL-POWERFUL!" Mysterio moves around while continuing to shine his power over the universe to find the heroes, unaware they are sticking to the shadows as they get closer and closer to the wannabe god, "BAH! WHERE ARE YOU, CRETINS?! YOU CANNOT DELAY THE INEVITABLE! MY POWER IS ABSOLUTE! IF YOU INSIST ON PLAYING THIS GAME OF HIDE 'N SEEK, THEN I'LL HAVE TO DESTROY ALL YOUR HIDING SPOTS!" Mysterio starts destroying the floating platforms with energy blasts one by one, forcing the sneaky heroes to stop when a platform they were going to jump on got blown to pieces.

"Darn! We're almost there, but now he's attacking randomly. It's only a matter of time until he destroys all the platforms or else we'll never finish him." Shadow remarked, scowling.

"Blake!" Spidey quietly turns to the faunus. "You can create clones that can move on their own, right? Create as many as you can to distract Mysterio for us." He said, giving them his plan to distract Mysterio for a bit.

Blake approves of the plan with a serious nod, using her enhanced Semblance to produce up to four sentient shadow-clones by her side, "This is as many as I can create." Blake told him.

"Good enough. Shadow, hurry and use that teleporting power of yours to spread them out." Spidey said to the hedgehog.

"Alright." Shadow nodded, slowly walking up to the Blake clones to use his signature technique. "Chaos Control!" The black hedgehog teleports with the clones and place them in specific platforms around Mysterio before regrouping with his team. "They're place. Let's hope this plan of yours work." Shadow said to the webhead.

"It will. Trust me." Noir responds confidently.

"COME OUT, COME OUT, WHERE EVER YOU ARE!" Mysterio continues blasting platforms into nothingness until they are but a few left. He stops his rampage when he feels someone shooting his back as he dauntingly turns out facing one of the Blake clones that's out in the open, "AH, IF IT ISN'T THE SPIDER'S OTHER FAVORITE CAT! DID YOU COME OUT TO BE FED SOME MILK? I'M A GRACIOUS GOD! I'LL GIVE YOU SOME, ALONG WITH DEATH!" Just when Mysterio was going to kill the dodgy clone, another one got his attention while trying to shoot him from another area, "HUH? THERE'S ANOTHER ONE!" Then the remaining two clones reveal themselves, scattering around and jumping to the other platforms while shooting at the confused god, "WHAT THE-?! HOW IS THE CAT APPEARING IN MULTIPLE PLACES AT ONCE?! SHE SHOULD ONLY BE CAPABLE CREATING SHADOWS, NOT SHADOW-CLONES!" The dumbfounded magician remarked, completely distracted with all these clones of the faunus cat.

'_Shows what you know, Mysterio.' _The real Blake smirks, as her team is free to move through the shadows closer to him while he's distracted.

"FOOLISH INSECTS! PITTING YOURSELVES AGAINST A GOD!" Mysterio quickly grows tired of their game and easily kills the Blake clones one by one with a single blast from his hands. But at the same time, Team Noir climbed up a destroyed building wall and then up to the top of a big column right next to the unsuspecting villain. "YOU DARE TO DEFY ME? ME?! WHO HAS BECOME ONE WITH ALL OF CREATION?!" Mysterio asks while looking for the shadowy heroes.

"That sounds about right!"

"WHA-?!" Just as Mysterio turn to the quip, his face got webbed by Spidey Noir as he tries pulling him into their assault. While Mysterio struggles to break free from the webline, Shadow quickly activates his Chaos Boost Mode to unleash a relentless, brutal barrage of Homing Attacks straight onto his glass helmet, while Blake is shooting at his helmet from her position. And once he could feel Mysterio losing his grip from the assault, Spider-Man Noir pulls the villain on his webline with all his incredible strength onto the pointy, sharp rock to crack his helmet.

**BGM End**

"AAAAAAARGH…!" Mysterio screams in pain as he holds onto his cracked helmet. Mysterio falls into the void with Team Noir joining him for the ride.

"Alright, Kid Spidey! Your team's up!" Noir shouts to Ultimate as everyone is falling into the dark abyss for the second round.

* * *

**Mysterio's Dimension (Ultimate)**

While falling into the ultimate version of Mysterio's new reality, Team Noir seemingly transform into the members of Team Ultimate, consisting of Ultimate Spider-Man, Knuckles the Echidna, and Yang Xiao Long, as they all land on a floating platform surrounded by numerous floating debris, and of course, the gigantic Mysterio in front of them.

"BEHOLD…NOW THE TINIEST SPIDER OF ALL STANDS AGAINST ME WITH HIS MUSCLEBRAIN SIDEKICKS!" Mysterio taunts Team Ultimate.

"Hey. I'm sensitive about my height, okay?" Ultimate Spidey quipped.

"We're smarter than we look, bubblehead!" Yang retorts angrily.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Mysterio - Arcane God (Ultimate)**

"THERE IS NOTHING THAT I CANNOT SUMMON!" Mysterio uses his limitless energy to conjure up a horde of mindless purple creatures for them to play with.

"What are these, your dolls? Hope you don't mind if we rough them up a bit!" Knuckles quips, while the young heroes fight against his purple minions. Knuckles drills through the creatures with his punches right as Yang delivers a powerful smash to the ground, unleashing a powerful shockwave that scatters the monsters away from them. Spider-Man quickly jumps into the air grabbing the remaining monsters with his tendrils, bringing them together to get double smashed by his two power buddies.

"What's the matter? Got nothing left?" Yang taunts the godly magician, annoying him.

"Keep 'em coming! We can do this all day!" Ultimate joins her with the taunting.

"I'm just warming up!" Knuckles cracks his namesakes, hungry for some more action.

"IF YOU'RE IN SUCH A HURRY TO DIE, COME AND FACE ME TO BE CRUSHED BY A GOD!" Mysterio dares them to attack him head-on.

"Gladly!" Knuckles jumps to deliver a ruthless punch to Mysterio's helmet, but apparently he was reflected by an unbreakable invisible barrier that prevents him from doing so and knocks him back to the ground.

"Knuckles, you okay?" Ultimate asked his friend.

"I'm fine! He's using his energy to protect himself! We gotta find a way to breach his energy!" Knuckles replied.

"I HAVE SOME OLD FRIENDS FOR YOU!" Mysterio then mystically sends out several purple orbs hovering over the platform, summoning purple copies of the various villains they have fought throughout this adventures. Doppelgangers like Carnage, Juggernaut, Doc Ock, Goblin conjured up for one specific purpose and that is destroying the heroes.

"Carnage?! Didn't we just beat him?! And where did these other villains come from?!" The shocked Yang asks while blocking an attack from the Carnage clone.

"These aren't real! They're clones created by Mysterio!" Ultimate replies while jumping over a punch from Goblin Noir only to get smacked to the ground by Doc Ock 2099.

"MWAHAHAHAHAHA!" Mysterio laughs, enjoying the show of his creations beating on the heroes for fun.

"What's so funny? See a reflection of your outfit?" Ultimate quips while stomping on Hammerhead.

"IMAGINE. ME BEING THREATENED BY AN ITSY BITSY SPIDER!" Mysterio laughs from his own little joke.

"Yeah, that's hilarious." Ultimate responds sarcastically, until his spider-sense suddenly points him to look at the floating purple orbs that are summoning the villains, "Why's my spider-sense pointing to those orbs? Wait, that's it! They must be linked to his power! If we destroy those, it might weaken him! Let's give it a shot!" The young webslinger swings away from the clones' attack so he could target one of the orbs. With one devastating web-strike, Spider-Man destroys the orb as it unleashes a powerful shockwave that weakens Mysterio.

"AAARGH! HOW ARE YOU HURTNG ME?!" Mysterio asks, angrily.

"It worked!" Ultimate remarked.

"So that's how we hurt him! Not bad, kid!" Knuckles smiles, joining Yang as they smash the remaining orbs before they could summon more villainous clones and weaken Mysterio further.

"YOU DARE USE MY OWN CREATIONS AGAINST ME?!" Irritated, Mysterio slowly starts ripping apart their platform as he uses its broken pieces to form another one nearby to stand behind.

"You're not getting away from us that easily, bubbleman!" Ultimate mocks as the heroes quickly jump over to the next platform before the other one collapsed.

"MWAHAHAHA!" Mysterio laughs as even though he's taken damage, he still believes he is unstoppable. With the ultimate power he possesses, the arcane god summons another seemingly endless horde of purple monsters and villain clones created from more floating orbs to give the heroes a run for their money and destroy their hope of winning, "YOU THINK, YOU COULD SURVIVE MY GAME? MWAHAHAHAHA!" He taunts them.

"Oh completely, especially when some of us can do THIS!" Spider-Man screams while unleashing the full power of his Black Suit, activating his Rage Mode, but he's not the only one going all out. Knuckles and Yang also activate their full power using Maximum Heat Knuckles Attack and Burn Semblance respectively. "Time to get our RAGE ON!" Spidey shouts, as the fully-powered Team Ultimate overwhelm and decimate the monster army and destroy more floating orbs, weakening Mysterio with the destruction of each and every one of them that are linked to his power.

"GAAAAAH…!" Mysterio is becoming so weak that he collapses on the platform to replenish his energy, "THIS IS IMPOSSIBLE! HOW COULD A SPIDER SO YOUNG HAVE SO MUCH POWER?!" He asked in disbelief that he's losing to a younger version of Spider-Man.

"It's easy. You underestimated me. I may be small, but I'm still strong. And with this black suit, I'm the strongest spider in the multiverse!" Ultimate quips, as he fires his webbing onto his weakened helmet to be pulled.

"We're pretty strong too! Wanna see up close?" Yang smirks, as she and Knuckles barrages his helmet with relentless and brutal punches of power, weakening him enough so Ultimate Spider-Man could pull him into the sharp rock mounted on the platform to crack his helmet further.

**BGM End**

"NOOOOAAAAAAAARGH…" Mysterio screams in greater pain than before as everyone starts falling into the abyss.

"Future Spidey, we're passing you the torch! Good luck!" Ultimate wishes his future counterpart a success in the third round against Mysterio.

* * *

**Mysterio's Dimension (2099)**

Team Ultimate find themselves freefalling in the endless void while seemingly transforming into the heroes in Team 2099. "Falling again! You know, standing on solid ground is so 2098." Spider-Man 2099 jokes while falling with Tails and Weiss Schnee into the third round with Mysterio.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Mysterio - Arcane God (2099)**

"URGH! I GROW WEARY OF THIS BATTLE!" Mysterio remarks, growing annoyed of the heroes' futile persistence trying to stop him when he holds the greatest power in the multiverse.

"You're not getting tired on us? Perhaps you haven't become a god after all." Miguel mocks him.

"YOU DARE?! I WILL END YOU!" The arcane god throws a furious volley of energy blasts at the freefalling heroes, as they are doing everything in their ability to dodge his relentless attacks.

"We won't catch up to him like this! Spider-Man, you're the fastest one here! We'll help you reach Mysterio!" Tails said to the future hero.

"How so?" Miguel asks while avoiding Mysterio's attacks.

"I'll use my new tornado technique to create a vortex around you, speeding you up! Kinda like what we did against Hobgoblin!" Tails replied.

"Then let's do it!" Miguel says, ready for their team up move.

While Weiss assists them blocking the incoming energy blasts, Tails gets into his spinball form and spins around Miguel at a very high speed, trapping him into a windy vortex created from the numerous mini-tornadoes he produced during the formation. "Here you GO!" Tails smacks his twin-tails on the vortex to send Miguel flying straight for the godly magician. The future web warrior uses his superior spider-speed combined with his Spider-Sense to effortlessly dodge all of Mysterio's attacks as he makes a mad dash for his helmet. Once he sticks to his helmet, Miguel pummels him using all his strength, then fires a webline on his giant hand to violently slam it on his helmet, cracking it a little more.

"GAH! GET OFF OF ME, BUG!" Mysterio smacks the hero off his helmet as he returns to his friends' side.

"It's working! Let's keep this up!" Miguel stated.

"I WILL NOT GIVE YOU ANOTHER CHANCE TO ATTACK! THIS SHOULD FINISH YOU!" Mysterio charges up a large energy sphere in his hands and fires it as an enormous barrage of energy bullets over a wide range in the void.

"Can we dodge that?!" Tails asked, worried they're gonna take the full blunt of his gigantic energy barrage.

"Yes we can! TIME BREAK!" Weiss summons a glyph to slow down time temporarily, long enough for them to impressively dodge the many energy blasts safe and sound with little repercussions. "Wasn't expecting that move, were you?" Weiss cockily smirks at the supervillain.

"BAH! YOU'RE NOT THE ONLY ONE WHO CAN CREATE GLYPHS, ICE QUEEN!" Mysterio creates his own mystical glyphs with partially blocked centers at the heroes so it'll be hard to dodge them.

"My glyphs are natural! You needed a magic rock to create a single one! How pathetic are you?" Weiss taunts him as she uses her own glyphs to help her friends dodge the glyphs blocking their freefall, angering Mysterio. Once they're in the clear, it's time for another team-up move, "Spidey! Accelerated Spider!" Weiss said to him.

"Let's do it!" Miguel responds.

Weiss has a line of time dilation glyphs formed in front of Spider-Man to dive through at his top speed, getting faster and faster with every glyph he passes through until he goes so fast, he shoots himself like a lightspeed bullet smacking onto Mysterio's helmet. Like before, Miguel assaults his glass dome with relentless punches until he decided to pull both hands with his webbing to smash them onto his helmet before backing away.

"GWRAAAAH! THIS CAN'T BE HAPPENING!" Mysterio growls, throwing more energy blasts at Miguel, but the future spider's superior speed, spider-sense, and accelerated vision makes him a speedy beast at dodging almost all of his attacks with a breeze, "HOW CAN THIS BE?! NO SPIDER-MAN CAN BE THIS FAST! NO ONE! THAT'S IMPOSSIBLE!" The illusionist is in disbelief of Miguel's speed, once again underestimating just how different these other Spiders are from each other.

"I thought you've learned by now not all Spider-Men are alike! Case in POINT!" Miguel quickly fires speedy weblines behind for Weiss and Tails to grab, throwing them forward in a blurry fashion so they could smash Mysterio's helmet with a painful double attack.

**BGM End**

And while he's briefly stunned, Miguel spins two more weblines onto Mysterio's helmet as he pulls himself forward to utterly stomp on his cracking helmet, which is near the point of shattering.

"NOOOOOOOAAAARGH…!" Mysterio screams in greater pain than ever before.

"Yeah. Yeah, it's all broken." Miguel quipped.

"YAAAAAAAARGH…" Mysterio continues screaming in pain as they're falling into the abyss.

"Is this helping or hurting? I get the two mixed up." Miguel quipped again. "Oh whatever. OG Spidey! It's time for you to finish this!" He passes the fight to the Amazing Spider-Man as everyone dives into the abyss for the final round.

* * *

**Mysterio's Dimension (Amazing)**

This is it. The final round. Team 2099 are falling into another bright section of Mysterio's twisted reality as they seemingly transformed to their best team: Team Amazing. Amazing Spider-Man lands first on a platform, distance from Mysterio, before Sonic the Hedgehog and Ruby Rose meets him down there.

"YAAAAAARAAGH!" Mysterio's screams louder than ever while on his last legs before a humiliating defeat.

"Stop your whining! We're coming to fix that booboo! I should warn you none of us are very good doctors!" Amazing Spider-Man joked.

**BGM-Spider-Man: Shattered Dimensions OST-** **VS Mysterio - Arcane God (Amazing)**

Team Amazing make their way over the bottomless pit to confront the weakened arcane god on a nearby platform. "You're not looking too godly now, Mysterio! Our friends have done a number on you!" Sonic grinned, taunting the tablet-powered magician.

"YOU!" Mysterio glares coldly at his most hated enemies.

"Let's make this easy, bubblehead. You give us the Tablet and we'll spare you the embarrassment of getting clobbered." Amazing Spidey tauntingly threatens him.

"INSIGNIFICANT _FOOL_! ALL OF YOU AND YOUR _SPIDER-FRIENDS_ ARE CENTER STAGE TO THE DESTRUCTION OF REALITY. ALL WILL BE MYSTERIO!" Mysterio declares, refusing to give up when he's so close completing his goal to conquer everything.

Peter sighs with a shrug, completely unfazed by his babble, "All will be bored to tears if you don't wrap this speech up. How 'bout we wrap it for ya?"

"GO MY MINIONS! DESTROY THEM ONCE AND FOR ALL!" Mysterio summons an endless army of his purple creatures to bombard the heroes to their doom.

"Are these your new PHANTOMS? Are you still crying over that embarrassment we left you at Nepal?" Sonic mocks him while smashing down his minions with his Homing Attacks.

"THE P.H.A.N.T.O.M.S. WERE MERELY A PRELUDE TO THE END OF REALITY! I WILL BE THE GREATEST VILLIAN IN THE ENTIRE MULTIVERSE!" Mysterio proclaimed.

"Stop lying. Everyone knows you don't think that far ahead." Spidey quips while spinning his web hammers like a cyclone to scatter the surrounding monsters.

"You're willingly to commit dimensional genocide just to earn respect? Just how insane are you?!" Ruby asks while slicing down his endless army.

"He wears a fishbowl for a head. I'm pretty sure he lost his sanity a long time ago." Sonic quipped in the middle of ramming through a huge portion of enemies with his boost.

Mysterio launches many energy blasts at the platforms his enemies are standing on. They see his attacks coming and quickly jumped to another safe zone as the previous platform gets blown up. "I can do that kinda stuff too ya know?" Sonic claims as he jumps into the air shouting, "SONIC WIND!" kicking blasts of wind to barrage the colossal magician as he blocks them, distracting him long enough to bombard his cracked helmet with super-speedy fast Homing Attacks.

"RRRAAAGH!" Mysterio intercepts his assault to furiously grab the small hedgehog into his hand. "I'LL CRUSH YOU LIKE A GRAPE!" He sinisterly says while slowly crushing the screaming hedgehog.

"Bad idea, Misty!" Ruby gets near Mysterio to unleash a powerful silver light from her enhanced Silver Eyes that considerably injures the villain and freeing Sonic from his clutches.

"HOW DID YOU HURT ME…?! SUCH ATTACKS ARE MEANINGLESS TO A GOD!" Mysterio proclaims while feeling a little woozy from her silver flash.

"You're not the only one who got a power from a god!" Ruby smirks, as her Silver Eyes are believed to originate from Remnant's God of Light, which were further enhanced by Madame Web in the beginning of this adventure.

"YOU…!" Mysterio was about to slam Ruby into oblivion with an energy punch until he was hit in the face by a large chunk of flying debris thanks to Spidey from the distance.

"Open wide and get popped, you bubbleheaded has-been!" Spidey quips, finding another chunk of debris to pull down with his webbing and throw at his face again.

"OH, FOR YEARS, I WANTED TO SHUT THAT MOUTH OF YOURS! FINALLY, THAT TIME IS UPON ME! UNLIKE THE OTHER BUGS, I KNOW HOW TO PROPERLY SQUASH YOU!" Mysterio has had enough of Amazing Spider-Man's insolence as he summons several glyphs by his side to fire large mystical lasers at the webslinger.

"You have a little too much gravel in that fishbowl," Spidey quips while swinging as fast as he could away from his lasers, "I'm an arachnid. What, did the Tablet not grant you godlike intelligence?"

"WHY ARE YOU SPIDERS ALWAYS SO ANNOYING?!" Mysterio angrily asks before firing more energy blasts at him.

"I like to think I'm funnier than the others. And charming, of course." Spidey quipped while avoiding more of his relentless barrage of beams.

Mysterio is too angry and too focused on Spider-Man that he completely forgot there were other heroes fighting him, like Ruby using her Crescent Wispon to launch explosive fireballs around his face in its Red Burst Mode. "Remember me?" She taunts him with a smirk, using her Semblance to fly around blasting Mysterio to hell.

"Hey! Hey! Come on! Come on!" Sonic reminds him of his annoying presence with hyper-fast Light Speed Attacks that knocks him left, right, and sideways, up and down and all around his cracked helmet as the villain desperately tries to swat him away. "Trying to stop us now? Heh! What a joke!" He grinned, severely getting under Mysterio's skin with his taunting.

"WHAT DID YOU SAY?! NOW I'M REALLY MAD!" Mysterio unleashes a gigantic burst of mystical energy that scatters the heroes away but they quickly managed to save themselves with their signature techniques and land back on a platform.

"Sonic Shot!" Ruby shouts her combo move with Sonic.

"Okay!" Sonic chuckles, jumping into his Spin Dash form in the socket of Ruby's gun, while Ruby charges up the energy from the Red Burst into the hedgehog, while he's adding the power of his Burning Spin Dash into the attack.

Mysterio quickly notices their combo move and plans to stop them with a killer move, "I WILL NOT ALLOW YOU TO-!" that is, before he was hit in the face again by another chunk of debris from Spider-Man.

"Hey, let the kids finish! You'll love it!" Spidey joked.

"Ready, aim, FIRE!" Ruby yells, shooting Sonic as a large burning blast-enveloped projectile with enough power to hit his helmet and severely weaken the arcane god to his knees, as he collapses onto several platforms in front of him, which is where the heroes are going to finish him off.

"Hey supreme ruler of all the dimensions," Spider-Man starts making a joke while firing enough weblines onto Mysterio's face as he gets ready to pull him into their final attacks, "Get ready to kiss on our fists!"

"NOOO! NO! STOP!" The weakened Mysterio pleads for mercy but the heroes ignore him as Spider-Man gets ready to pull on his face, "I'LL GIVE YOU THE TABLET! I'LL GIVE YOU ANYTHING YOU WANT! DON'T…!" He pleads as Spider-Man pulls him to get smashed by Sonic's Spin Dash, "DOOOON'T…" He then gets pulled to get smacked by a swing from Ruby's scythe, "NOOOOOOOOOOO!" He yells before eating the full strength of Spider-Man's webbed punch, utterly uppercutting him straight from his cracked helmet so hard that the Tablet of Order and Chaos got knocked out of his colossal body.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Ultimate Alliance Returns (Main Title)**

The energy Mysterio had absorbed from the Tablet slowly leaves him as his body glows and shrinks back to his normal size. Without the Tablet, Mysterio is back to being a normal stage magician that relies on illusions and tricks, too weakened to do anything while he lies on the ground at Team Amazing's mercy.

Sonic confronts the weakened magician to gloat over his loss and how he loss despite having the powers of a god, "Let this be a lesson to all wannabe bad guys like you! When destroying dimensions and defying do-gooders, watch out! Because you might unleash forces beyond your control – like the ultimate spectacular power of FOUR sensational Spider-Men and their amazing friends!" He grins as he gestures his hand to the other Spider-Men and the rest of their friends as they arrive to regroup over their united victory against Mysterio.

Though his helmet is severely cracked and is completely outmatched and outnumbered, Mysterio still tries to scurry like the pathetic villain he is to the Tablet that's lying on the ground, "WAIT! Wait, the Tablet! Oh, it could still be mine! It could still-!"

"Some guys never learn." Amazing Spider-Man puts his foot down on the Tablet to prevent him from using its power again over reality. "And, uh…speaking of learning. You should learn how to count! Something tells me you're outnumbered." He warned the weakened villain of the amazing punishment he's about to receive from the other Spiders and their friends.

Amazing fires a webline on Mysterio's cracked helmet as he throws him to his friends who want a piece of him. "Friends and Spiders?" Ruby grinned, watching what her friends are going to do to Mysterio.

"We really hate this fella!" Spider-Man Noir states as Shadow and Blake joins him for a brutal triple punch as a team, knocking Mysterio over to Team Ultimate.

Knuckles punches Mysterio to Yang, who punches him to Ultimate Spider-Man, "Aww, c'mon, he's a blast to kick in the face." The young Spider quips as he does a backflip-kick that knocks the criminal to Team 2099.

Weiss and Tails push the tripping Mysterio to Spider-Man 2099 for him to grab by his costume to finish off, "Pal, you got…"

"SHOCKED!" Team 2099 shouted as Miguel delivers a finishing uppercut onto Mysterio as a bright light envelops all of reality.

**BGM End**

* * *

**Madame Web's Apartment (Amazing Universe)**

That light disappeared as quickly as it appeared with the entire multiverse repaired from Mysterio's rampage. All the teams found themselves assembled in Madame Web's restored apartment with the old psychic lady back in her spider-chair feeling much better now that the universe is saved.

"Well done, brave heroes! The walls of reality are rebuilding themselves. Together you have saved an untold number of dimensions. These universes owe you a collective debt of gratitude." Madame Web congratulates everyone for recovering the Tablet and saving the multiverse.

"We couldn't have done it without you fellas. Well…maybe I could've." Amazing Spider-Man joked to his counterparts.

"Perhaps someday we'll work together again." Spider-Man Noir said.

"We certainly make a spectacular team." Spider-Man 2099 responded.

"The Fantastic Four! Or the Spider-Men! Spider-Mans? Spiders-Man. No, uh, Quad-Spiders and their amazing friends." Ultimate Spider-Man awkwardly tries coming up with a team name for themselves, but stops as he's just making himself look like a fool to the others.

"Keep trying, kid." Knuckles playfully pats the young hero in the back.

"You did good today, Pete. Gonna miss hanging out with you, as awkward as that sounds since I have the older one. Just call me if you want to talk. Maybe I can give you some dating advice." Yang jokes, but will genuinely miss hanging out with the younger Spider-Man, who's become a little brother to her.

"I will, once I get that trans-dimensional cell phone for Christmas." Ultimate quips while accepting a hug from Yang.

Nearby, Team 2099 are having their own little goodbye conversation, "It's been great working with you guys again. Hope you enjoyed your time in 2099. And hope you'll be around long enough into that time." Miguel said to his teammates.

"I definitely learned a lot of 2099 technology. Can't wait to see if I can replicate any of that in this era!" Tails happily said, looking forward to his future experiments.

"I'm happy to learn the legacy of my family survives for another century, though not without its issues." Weiss smiled, before quickly remembering something she and Tails had to do, "Oh, I almost forgot." She takes out the Quantum Dust from Myrtenaster, as Tails takes out the supercharged Electricity Dust from his Arm Cannon and hands them both to Miguel, "Here's that future Dust you didn't want us to keep. Too dangerous to leave in this era since it hasn't been discovered yet."

"Eh, not really. Keep it." Miguel kindly hands them back the 2099 Dust as a goodbye gift from him, "Think of it as a birthday gift. Just try not to use it too much or it'll ruin the timeline. I can trust you with that much responsibility since, well, you DO become the president of your company soon."

Weiss nods, promising to be responsibility with this gift from the future, "Thanks, Miguel." She smiles before hugging him, which he kindly accepts.

Near the future team is the team from the past, as Team Noir are having their own goodbyes with some handshakes, "You two are alright in my book. Stop by my world once in a while. I'll offer you a drink." Spider-Man Noir said to his new friends, Blake and Shadow, as he offers each of them a handshake of trust and respect.

"Thanks, but I'm not old enough to drink yet." Blake quipped with a smile.

"I was going to offer you milk." Noir joked.

"You can offer Shadow a drink. He's over 50 years old." Blake gestured to the black hedgehog.

"Really? Are hedgehogs allowed to drink?" Noir asked him.

"Yes. I don't need to worry about getting drunk. I'm the Ultimate Lifeform." Shadow replies with a small grin.

"Heh. What a benefit." Noir grinned behind his mask.

**BGM-Marvel vs. Capcom Infinite OST-Credits (Spider-Man Classic Theme)**

"If you all have said your goodbyes…" Madame Web re-grabs everyone's attention back to her, "The other Spider-Men must all return to their own dimensions."

"See you later, new friends, and older and less cool versions of me." Ultimate Spider-Man gave his new dimensional friends a two-fingered salute as his body slowly disintegrates him back to his own dimension.

"Old? Hey, I'm from the future. To me, all you guys are ancient history!" Spider-Man 2099 quips as his body is about to disappear back to the future.

"Good to know there IS a future. And people like you to carry on the good fight." Spider-Man Noir says to his new allies before disappearing, glad to know the future is in safe hands with heroes like them in every dimension.

"Word." Ultimate Spider-Man got one last quip in before disappearing completely into his dimension, just like the other Spider-Men except for Amazing Spider-Man, since he's already standing in his home dimension.

"Bye, guys. Next time you should hang around longer. We could start a bridge club or something." Amazing Spider-Man said to his disappearing counterparts.

"In the next interdimensional adventure, no doubt." Sonic remarked.

"Just as long as we keep Spider-Man away from breaking more mystical tablets that could destroy the multiverse." Ruby joked with a smile.

"Cute." Spidey quips as he kneels down to pick up the unconscious Mysterio to take him back to jail, "C'mon, Misty. Time to drop you off at Super-Villain Day Care."

"Thank you, Team Sonic, Shadow, and Team RWBY for your part in saving our worlds from utmost destruction. And thank you, Spider-Man. You should be proud to know your legacy is being upheld across _time _and _space_." Madame Web thanks the heroes for their assistance saving the multiverse.

"Yeah, those guys were all right, but you have to admit…" Amazing Spider-Man replies to her with something on his mind that he knows is true about himself.

* * *

**Noir Universe**

"…with four different Spider-Men…" Spider-Man Noir said, thinking the same thing as he jumps off a rooftop building.

* * *

**Ultimate Universe**

"…the one thing I know for sure…" Ultimate Spider-Man says while sticking onto the wall of a building.

* * *

**2099 A.D.**

"…out of all of 'em…" Spider-Man 2099 is about to finish as he spins a webline out to swing on.

* * *

**The Spider-Verse**

Across the web of reality, the four Spider-Men swing through the skies of their respective cities in the exact same style at the exact same time, as they all shout what they know is the truth about themselves, "I'M THE BEST!" The Spider-Men said simultaneously.

"YEAH!" Team Sonic and Team RWBY admits in smiling unison, while Shadow simply gives a small grin silently admitting the same thing about Spider-Man.

And so ends one of the most titanic team-ups of all time. And what has everyone learned today? That no matter what corner of the cosmos you may find yourself in, there'll always be a friendly neighborhood Spider-Man and their amazing friends to save the day. And to all web-spinning wonders. You should be proud to hear the word: EXCELSIOR.

**BGM End**

* * *

**BGM- Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: And that's it for **_**Shattered Dimensions**_**. Hopefully it was a fun time for everybody. I had a good time writing it, even though some chapters went on longer than I wanted. There should be a short epilogue coming pretty soon, and then we can move on to future stories, which I will talk about right now:**

**Next story will be the sequel to **_**Shattered Dimensions**_**: **_**Edge of Time**_**. Spider-Man: Edge of Time is going to be adapted into this series with a familiar plot but with new characters. Of course, Amazing Spider-Man will return in that story, as well as Spider-Man 2099. Sonic the Hedgehog and Ruby Rose will be in it as main characters, along with a returning Silver the Hedgehog, and a new, original character to this series, and that is Summer Rose Jr. (the great-granddaughter of Ruby Rose from 2099, who had a cameo at the end of **_**Ends of the Earth**_**). Six heroes from different eras uniting to save all of time, and prevent the deaths of certain heroes.**

**After **_**Edge of Time**_**, it's the story that a lot of you have been begging me to do and is soon to arrive: The Amazing Spider-Man will team-up with Ultimate Spider-Man (Miles Morales). Details on that story are unavailable as of now and will update you later.**

**And this last one is undecided but I hope to do it, but I want to adapted "Team Sonic Racing" into this series as well. Notice how every saga in this series has a "party story", which was unintentional but I kinda want to make this a tradition. Unfortunately, I hate writing racing stories. So, if anyone is interested to work together with me writing that story, hit me up on my forums or PM me and we'll discuss how we'll do it.**

**This Spider-Verse Saga is only beginning, folks. Take care of yourselves, your family, look forward to the epilogue and to Edge of Time. I hope you enjoyed this story.**

**Kyle Bradley Fernandez: "Barbara" is a reference to Yang's voice actress, Barbara Dunkelman.**

**Question of the Chapter: What are your final thoughts on **_**Shattered Dimensions**_**?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	16. Epilogue: How Many Spider-Men?

_Epilogue: How Many Spider-Men?_

**The Next Day…At Peter/Yang's Apartment**

**BGM-Sonic Unleashed OST-Apotos Day**

"Oooh! Oooh! C'mon, Weiss! I only want to test it out! Only a little!"

"No, Ruby, or do you want to rip a hole in the spacetime continuum?"

Weiss has her hand on Ruby's excited face to prevent her from having her hands on the Quantum Dust she was allowed to keep from 2099. It's been a day since the heroes stopped the Crisis of Shattered Dimensions. The universes are at peace once more and the Spider-Men returned to their home dimensions. Team Sonic, Team RWBY, and even Mary Jane Watson are hanging out in the Amazing Spider-Man's apartment to relax after having such a busy day saving the multiverse yesterday.

"This is Dust that won't be discovered for another few decades and I promised Miguel I'd use it responsibly." Weiss argued with her team leader.

"Awww, but how often do I get to try out Dust from the future?" Ruby remarks, taking her face away from Weiss' hand.

"How 'bout you invent a time machine?" Sonic asked.

"I dunno how to build one of those. Maybe Weiss can use her Quantum Dust to send me into future since it can bend time and space." Ruby joked.

"For the last time, Ruby, no! Besides, I don't even know if I can time travel with this thing. Even if I can, I'm not going to allow you of all people damage the timeline! We just survived the whole universe shattering." Weiss retorts while holding the Quantum Dust.

MJ laughs from her friends' amusing conversation, "Sounds like you guys had quite an adventure yesterday. I mean, teaming up with four different Spider-Men sounds like a nightmare. We can barely handle the one here."

"Hey!" Peter whined from the kitchen, while working with his girlfriend to make some snacks for their guests.

"Oh, it wasn't all bad. I liked working with that younger Spidey from the other dimension. I sometimes wondered what Peter was like during the start of his career. Nice to learn he didn't change much since then." Yang jokes while setting a tray down, reminiscing her adventure with Ultimate Spider-Man.

"Except that I'm much older, in college, and not bonded to an alien symbiote." Peter joked.

"He was actually wearing a failed science project created by his dad." Yang corrected him.

"Really? In that other universe, my dad created the black suit, which then inadvertently created Carnage in that world? Was is it with me and symbiotes having some weird family bond that span throughout dimensions?" Peter jokingly asked.

"Working with the Spider-Man from the future was pretty sweet. It's amazing just how much modern technology will evolve in the next few decades. It's almost hard to believe." Tails smiled, liking his adventure in the year 2099 with Miguel O'Hara.

"Believe us, guys. There's a bright future waiting for all of us." Weiss smiled.

"I liked that 'noir world' me and Shadow visited. The Spider-Man there was a bit of a jerk at first, but we quickly warmed up to each other, and in the end, he turned out to be a pretty nice guy. It's amazing just how different, yet similar these other Spider-Men are." Blake smiles from the couch before sipping a cup of tea, having enjoyed her time working together with Spider-Man Noir.

"I envy you guys. Me and Rubes were stuck with the plain ol' Spidey while constantly running into booby traps or almost sinking into quicksand." Sonic joked, teasing their home Spidey.

"I don't like being called plain!" Peter shouts from the kitchen.

Knuckles scoffs at the hedgehog, "You think you had it rough? Try surviving a game show hosted by Deadpool or surviving the symbiote apocalypse!"

"I liked being on TV, for as much as it was worth!" Yang quipped, as she and Peter finally bring the snacks for their friends.

"The cosmos really is a strange place. Different dimensions with their own unique Spider-Man? Makes me wonder just how 'unique' any of them are." MJ said, wondering just how different each Spider-Man is in every dimension that exist in the multiverse.

**BGM End**

* * *

**Madame Web's Apartment**

Back in her apartment, the old spider mystic is back to her duties watching over the Web of Reality, observing the different Spider-Men and Spider-Women from across dimensions while waiting for the next dimensional crisis that might threaten the Web. And while she was minding her own business, she received the surprise visit from a Spider-Man unlike the others she has observed in the multiverse up until now.

"So? What'd I miss?" Peter Porker, The Spectacular Spider-Ham from Earth-8311, has arrived to help save the multiverse, unaware that it was saved yesterday.

"What the?!" Madame Web remarked, unable to comprehend this Spider-Man and his pig-like appearance.

"'Nuff said, kids! 'Nuff Said!" Spider-Ham speaks to the readers beyond the fourth wall, ending this amazing and spectacular story like an episode from the Looney Tunes.

* * *

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

**KFX Here: A short, but fun like epilogue to close off this story. Now, with this story completely finished, it's time to move on to **_**Edge of Time**_**. Remember: Spider-Man (Amazing and 2099), Sonic the Hedgehog and Silver the Hedgehog, and Ruby Rose and her great-granddaughter from the future, Summer Rose Jr., will be the main stars of the next story. We'll learn more about Summer's origins while saving the timeline from being destroyed. Look forward to it.**

**superjoeyf721: At the very least, the Miles Morales story will take influence from the "Spider-Men" crossover comic. And IF I do Team Sonic Racing, it'll happen after the Miles Morales story to serve as a "breather story" after all these dimension-saving/time-traveling shenanigans.**

**XenoSlayer983: Miles Morales will most DEFINETELY be from another dimension (the Ultimate Universe). It just saves me a lot of time explaining his origins.**

**Guest (chapter 15): You're welcome. Glad you enjoyed it.**

**D.N. Works: Ruby's Silver Eyes were enhanced by Madame Web using the mystical Web of Life and Destiny to hurt any supernatural being (like anyone using the power of the Tablet for example). Not to mention Mysterio is an idiot and was already weakened by the other heroes by the time he fought Team Amazing.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


End file.
